Common use of Collateral Agent Clause in Contracts

Collateral Agent. (i) Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunder.

Collateral Agent. (i) The Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders the Administrative Agent, the Lenders, the Issuers and Companythe Borrower. Upon any such notice of resignation, the Requisite Lenders Administrative Agent shall have the right, upon five (5) Business Days’ notice to Company, right to appoint a successor Collateral Agent provided, that the appointment of a Agent. If no successor Collateral Agent shall require (have been so long as no Default or Event of Default has occurred appointed by the Administrative Agent and is continuing) Company’s approvalshall have accepted such appointment, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) 30 days after the retiring Collateral Agent’s giving of notice of resignation, then the retiring Collateral Agent may petition a court may, on behalf of competent jurisdiction for the appointment of Secured Parties, appoint a successor Collateral Agent. Such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld or delayed and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, that such successor Collateral Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Collateral Agent Agent, and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. After Promptly after any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent its rights as Collateral Agent under the Loan Documents and to protect and maintain the Liens held by the Collateral Agent for the benefit of the Secured Parties (including delivery of any Collateral in its possession to the successor Collateral Agent). If no Person has accepted appointment as a successor Collateral Agent within 30 days after the retiring Collateral Agent’s giving of notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Administrative Agent shall assume and perform all of the duties of the retiring Collateral Agent hereunder until such time, if any, as the Administrative Agent shall appoint a successor Collateral Agent as provided for above. After its resignation, the retiring Collateral Agent shall continue to have the benefit of this Section 8 shall inure to its benefit Article X as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunderunder this Agreement or any of the other Loan Documents.

Collateral Agent. (i) Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunder.

Collateral Agent. (i) Existing Collateral Agent may resign at any time was appointed as collateral agent under the Third Amended and Restated Pledge Agreement pursuant to the Intercreditor Agreement by giving thirty (30) days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignationthe Lender Agent, the Requisite Lenders Existing Holdings Senior Notes Trustee, the holders of the other obligations described on Exhibit I to the Intercreditor Agreement and, pursuant to the Assignment Agreement and Section 12.21 of the Credit Agreement, the Collateral Agent has been appointed as Collateral Agent under the Intercreditor Agreement, and, in the event that any future Other Permitted Credit Exposure or future Permitted Secured Debt is secured hereby, by each future Other Permitted Credit Exposure Holder and future Permitted Secured Debt Representative executing an acknowledgment to the Intercreditor Agreement and Collateral Agent shall be entitled to the benefits of the Intercreditor Agreement. Collateral Agent shall be obligated, and shall have the right, upon five (5) Business Days’ notice hereunder to Companymake demands, to appoint a successor Collateral Agent providedgive notices, that the appointment of a successor Collateral Agent shall require to exercise or refrain from exercising any rights, and to take or refrain from taking action (so long as no Default or Event of Default has occurred and is continuing) Company’s approvalincluding, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignationwithout limitation, the release or substitution of Pledged Collateral) solely in accordance with this Agreement and the Intercreditor Agreement. Collateral Agent may petition a court of competent jurisdiction for the appointment of resign and a successor Collateral Agentcollateral agent may be appointed in the manner provided in the Intercreditor Agreement. Upon the acceptance of any appointment as Collateral Agent hereunder a collateral agent by a successor Collateral Agentcollateral agent, that successor Collateral Agent collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent collateral agent under this Agreement, and the retiring Collateral Agent collateral agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall thereupon be discharged from its duties and obligations hereunderunder this Agreement and shall deliver any Pledged Collateral in its possession to the successor collateral agent. After any retiring Collateral Agentcollateral agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Collateral Agent. Anything contained in this Agreement to the contrary notwithstanding, in the event of any conflict between the express terms and provisions of this Agreement and the express terms and provisions of the Intercreditor Agreement, such terms and provisions of the Intercreditor Agreement shall control. References to Collateral Agent hereunderwith respect to periods prior to the date of this Agreement shall mean and refer to DBTCA in such capacity.

Collateral Agent. (i) Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunder.

Collateral Agent. The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (i) including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Companythe Grantors, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Companythe Administrative Agent, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

Collateral Agent. The Collateral Trustee has been appointed to act as Collateral Trustee hereunder by the Holders of the Notes. The Collateral Trustee shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Indenture. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Section. The provisions of the Indenture relating to the Collateral Trustee or the Trustee, if applicable, including, without limitation, the provisions relating to resignation or removal of the Collateral Trustee and the protections, rights, indemnities, powers and duties and immunities of the Collateral Trustee are incorporated herein by this reference and shall survive any termination of the Indenture or removal or resignation of the Collateral Trustee or Trustee, if applicable. In connection with exercising any right or discretionary duty hereunder (including, without limitation, the exercise of any rights following the occurrence of an Event of Default), the Collateral Trustee shall be entitled to request and rely upon the direction of Holders of a majority in aggregate outstanding amount of the Notes to direct the Collateral Trustee pursuant to the Indenture. The Collateral Trustee shall not have any liability for taking any action at such direction or for its failure to take any action pending the receipt of such direction. The Collateral Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Agreement, and it shall not be responsible for any statement or recital in this Agreement. Neither the Collateral Trustee nor any of its affiliates, directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignationstatement, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default warranty or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate representation made in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and this Agreement; (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary the performance or appropriate in connection with the appointment observance of such successor Collateral Agent and the assignment to such successor Collateral Agent any of the security interests created under covenants or agreements of the Company herein; or (iii) the receipt of items required to be delivered to the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunderTrustee.

Collateral Agent. The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (i) including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Companythe Grantors, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, the Collateral Agent immediately shall be discharged from its duties and obligations under this Agreement and Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Companythe Administrative Agent, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly at the Grantors’ expense (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

Collateral Agent. (i) Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Xxxxxxxxxx Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Xxxxxxxxxx Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunder.

Collateral Agent. Lender hereby appoints Banco J.X.Xxxxxx S.A. as Collateral Agent hereunder to take such actions on its behalf and to exercise such powers as are delegated to such agent by the terms of this Agreement, the Security Agreements or by any instruction of Lender, together with such actions and powers as are reasonably related thereto. Without limiting the generality of the foregoing, Collateral Agent is hereby expressly authorized to execute any and all documents (iincluding releases) with respect to the Collateral and exercise the rights as a secured party on behalf of Lender with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the other Collar Loan Documentation. Banco J.X.Xxxxxx S.A. hereby accepts such appointment. Collateral Agent may resign as collateral agent at any time by giving thirty (30) days’ prior upon written notice thereof to Lenders Lender and Company. Upon Borrower, Lender may dismiss Collateral Agent at any such notice of resignation, the Requisite Lenders shall have the right, time upon five (5) Business Days’ written notice to CompanyCollateral Agent and Borrower, to and Lender may appoint a successor different collateral agent at any time upon written notice to Borrower; and in each case of the foregoing, without consent of Borrower. If any time there is no collateral agent in place, Lender shall act as Collateral Agent. In performing its functions and duties hereunder and under the other Collar Loan Documentation, Collateral Agent providedis acting solely on behalf of Lender and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing, that the appointment of a successor Collateral Agent does not assume and shall require (so long not be deemed to have assumed any obligation or duty or any other relationship as no the agent, fiduciary or trustee of or for Lender or Borrower, other than as expressly set forth herein and in the other Collar Loan Documentation, regardless of whether a Default or an Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunder.

Collateral Agent. (i) The Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof has been appointed to Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment act as Collateral Agent hereunder by a each Secured Party either pursuant to the Loan Documents or by their acceptance of the benefits hereof. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement. Without the written consent of any Secured Party that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would release all or substantially all of the Collateral except as expressly provided herein. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of each Secured Party in accordance with the terms of this Section. The Collateral Agent may resign and any successor Collateral Agent, that Agent may be appointed in accordance with the terms of the Credit Agreement. The successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring Collateral Agent’s resignation hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

Collateral Agent. The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (i) including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement, the Credit Agreement and the Intercreditor Agreement In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Companythe Grantors, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Companythe Administrative Agent, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

Collateral Agent. The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (iincluding, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided, the Collateral Agent shall, after payment in full of all Obligations under the Credit Agreement and the other Credit Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders of a majority of the aggregate notional amount (or, with respect to any Interest Rate Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Interest Rate Agreement) under all Interest Rate Agreements. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Companythe Grantors, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Companythe Administrative Agent, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

Collateral Agent. (ia) The Collateral Agent may resign at be delegated any time by giving thirty (30) days’ prior written notice thereof one or more of the duties or rights of the Trustee hereunder or under the Collateral Documents or the Intercreditor Agreement. The Collateral Agent shall be a Person who would be eligible to Lenders and Companyact as Trustee under this Indenture. Upon any such notice of resignation, the Requisite Lenders The Collateral Agent shall have the rightrights and duties as may be specified in an agreement between the Trustee and the Collateral Agent. By its acceptance of Securities, upon five (5) Business Days’ notice to Company, to appoint a successor each Holder hereby appoints U.S. Bank National Association as the initial Collateral Agent. Neither the Collateral Agent providednor any of its officers, that directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the appointment Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of a successor any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interest in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall require (so long be accountable only for amounts that it actually receives as no Default or Event a result of Default has occurred the exercise of such powers, and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, neither the Collateral Agent may petition nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act under this Indenture, except for its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction for in a final and non-appealable order or decision. Neither the appointment Trustee nor the Collateral Agent makes any representation as to the value, sufficiency or condition of a successor the Collateral Agent. Upon or any part thereof, as to the acceptance title of the Company or Guarantor to the Collateral, as to the security afforded by this Indenture or any Collateral Document or, as to the validity, execution, enforceability, legality or sufficiency of this Indenture or any Collateral Document (whether now existing of hereafter entered into), and the Collateral Agent and Trustee shall incur no liability or responsibility in respect of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor such matters. The Collateral Agent shall thereupon succeed not be responsible for insuring the Collateral, for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to and become vested with all the rights, powers, privileges and duties maintenance of the retiring Collateral, except as provided in the immediately following sentence when the Collateral Agent has possession of the Collateral. The Collateral Agent and Trustee shall have no duty to the retiring Company or to the Holders as to any Collateral in its possession or in the possession of someone under its control or in the possession or control of any agent or nominee of the Collateral Agent shall promptly (i) transfer or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with its possession substantially the appointment of such successor same care as it accords its own assets and the duty to account for monies received by it. The Collateral Agent and Trustee shall not be responsible for any loss suffered with respect to any investment permitted to be made under this Indenture and shall not be responsible for the assignment to such successor consequences of any oversight or error of judgment whatsoever, except that the Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall may be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure liable for losses due to its benefit as to any actions taken willful misconduct or omitted to be taken by it while it was Collateral Agent hereundergross negligence.

Collateral Agent. (i) Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders Purchasers and Company. Upon any such notice of resignation, the Requisite Lenders Purchasers shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Funding Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunder.

Collateral Agent. The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (i) including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement. In furtherance of the foregoing provisions of this Section, each Secured Party other than the Collateral Agent, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ ' prior written notice thereof to Lenders and Companythe Grantors, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, the Requisite Lenders shall have the right, upon five (5) Business Days’ ' notice to Companythe Administrative Agent, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Collateral Agent’s 's resignation or removal hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

Collateral Agent. The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (i) including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Financing Agreement. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Companythe Grantors, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Companythe Administrative Agent, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

Collateral Agent. The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (i) including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement, the Financing Agreement and any other Loan Document. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Companythe Grantors, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Required Lenders. Upon any such notice of resignationresignation or any such removal, the Requisite Required Lenders shall have the right, upon five (5) Business Days’ notice to Companythe Administrative Agent, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

Collateral Agent. (i) If the XX Xxxx Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent Account is not appointed within sixty (60) days after maintained at an office of the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor U.S. Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all then forthwith upon the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment establishment of such successor Collateral Agent and account, the assignment to such successor applicable U.S. Credit Party shall notify the U.S. Collateral Agent of the security interests created location, account name and account number of such account and shall deliver to the U.S. Collateral Agent an Account Control Agreement with respect to such XX Xxxx Collateral Account duly executed by such U.S. Credit Party and the Securities Intermediary maintaining such XX Xxxx Collateral Account. Any income received with respect to the balance from time to time standing to the credit of the XX Xxxx Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the XX Xxxx Collateral Account. All right, title and interest in and to the cash amounts on deposit from time to time in the XX Xxxx Collateral Account together with any Liquid Investments from time to time made pursuant to SECTION 2.08 and any other property or assets from time to time deposited in or credited to the XX Xxxx Collateral Account shall vest in and be under the sole dominion and control of the U.S. Collateral DocumentsAgent for the benefit of the Finance Parties, whereupon shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Obligations until applied thereto as hereinafter provided. If and when any portion of the LC Obligations on which any deposit in the XX Xxxx Collateral Account was based (the "RELEVANT CONTINGENT EXPOSURE") shall become fixed (a "DIRECT EXPOSURE") as a result of the payment by the Issuing Lender with respect thereto of a draft presented under any Letter of Credit, the amount of such retiring Direct Exposure (but not more than the amount in the XX Xxxx Collateral Account at the time) shall be withdrawn by the U.S. Collateral Agent from the XX Xxxx Collateral Account and shall be paid to the relevant Administrative Agent for application pursuant to the Credit Agreement, and the Relevant Contingent Exposure shall thereupon be reduced by such amount. In addition, funds will be released from the XX Xxxx Collateral Account at such times and in such amounts as provided in SECTION 2.05(r) of the Credit Agreement. Each U.S. Credit Party hereby irrevocably consents and agrees to each such distribution. If a Default or an Event of Default shall have occurred and be continuing, the excess of the funds in the XX Xxxx Collateral Account over the Relevant Contingent Exposure shall be retained in the XX Xxxx Collateral Account and, upon the occurrence and continuation of an Event of Default, may be withdrawn by the U.S. Collateral Agent and applied in the manner specified in SECTION 5.04. If immediately available cash on deposit in the XX Xxxx Collateral Account is not sufficient to make any distribution to a U.S. Credit Party referred to in this SECTION 2.06, the U.S. Collateral Agent shall cause to be discharged from its duties and obligations hereunder. After liquidated as promptly as practicable such Liquid Investments in the Cash Collateral Account designated by such U.S. Credit Party as are required to obtain sufficient cash to make such distribution and, notwithstanding any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions other provision of this Section 8 SECTION 2.06, such distribution shall inure to its benefit as to any actions not be made until such liquidation has taken or omitted to be taken by it while it was Collateral Agent hereunderplace.

Collateral Agent. Collateral Agent has been appointed as collateral agent pursuant to the Credit Agreement. The actions of Collateral Agent hereunder are subject to the provisions of the Credit Agreement. Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (i) including, without limitation, the release or substitution of Pledged Collateral), in accordance with this Agreement and the Credit Agreement. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement; provided, however, that at the time of appointment of a successor Collateral Agent, if Collateral Agent, through its possession, control, or ownership of Pledged Collateral or otherwise, holds, owns, or controls any Governmental License issued by the FCC such that the FCC must consent to the appointment of a successor Collateral Agent, until the FCC has consented to the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor shall retain control over such Pledged Collateral Agentor Government Licenses. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall thereupon be discharged from its duties and obligations hereunderunder this Agreement. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent's resignation, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Collateral Agent hereunderAgent.

Collateral Agent. The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (i) including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the First Lien Credit Documents. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Companythe Grantors, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Companythe Administrative Agent, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

Collateral Agent. Collateral Agent has been appointed as collateral agent pursuant to the Credit Agreement. The actions of Collateral Agent hereunder are subject to the provisions of the Credit Agreement. Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (i) including, without limitation, the release or substitution of Pledged Collateral), in accordance with this Agreement and the Credit Agreement. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement; provided, however, that at the time of appointment of a successor Collateral Agent, if Collateral Agent, through its possession, control, or ownership of Pledged Collateral or otherwise, holds, owns, or controls any Governmental License issued by the FCC such that the FCC must consent to the appointment of a successor Collateral Agent, until the FCC has consented to the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor shall retain control over such Pledged Collateral Agentor Government Licenses. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall thereupon be discharged from its duties and obligations hereunderunder this Agreement. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent's resignation, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Collateral Agent. ___________________________________________ Footnote continued from previous page. 353 ___________________________________________ Collateral Agent hereunderMay Perform; Collateral Agent Appointed Attorney-in-Fact. If the Pledgor shall fail to do any act or thing that it has covenanted to do hereunder or any warranty on the part of such Pledgor contained herein shall be breached, Collateral Agent or any Secured Party may (but shall not be obligated to), subject to the provisions of Section 29 of this Agreement, do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose. Any and all amounts so expended by Collateral Agent or such Secured Party shall be paid by such Pledgor promptly upon demand therefor, with interest at the highest rate then in effect under the Credit Agreement during the period from and including the date on which such funds were so expended to the date of repayment. The Pledgor's obligations under this Section 15 shall survive the termination of this Agreement and the discharge of such Pledgor's other obligations under this Agreement, the Credit Agreement and any other Credit Document. The Pledgor hereby appoints Collateral Agent its attorney-in-fact with an interest, with full authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time in Collateral Agent's discretion to take any action and to execute any instrument consistent with the terms of this Agreement and the other Credit Documents which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement except that with respect to any FCC applications or filings or other action subject to FCC rules, regulations and policies, Collateral Agent shall serve as attorney-in-fact only to the extent permitted under the Communications Act and FCC rules, regulations and policies. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term of this Agreement. The Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Collateral Agent. (i) The Collateral Agent may resign at has been appointed as Collateral Agent under the Intercreditor Agreement, and, in the event that any time future Other Permitted Credit Exposure or future Permitted Secured Debt is secured hereby, by giving thirty (30) days’ prior written notice thereof each future Other Permitted Credit Exposure Holder and future Permitted Secured Debt Representative executing an acknowledgment to Lenders the Intercreditor Agreement and CompanyCollateral Agent shall be entitled to the benefits of the Intercreditor Agreement. Upon any such notice of resignationCollateral Agent shall be obligated, the Requisite Lenders and shall have the right, upon five (5) Business Days’ notice hereunder to Companymake demands, to appoint a successor Collateral Agent providedgive notices, that the appointment of a successor Collateral Agent shall require to exercise or refrain from exercising any rights, and to take or refrain from taking action (so long as no Default or Event of Default has occurred and is continuing) Company’s approvalincluding, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignationwithout limitation, the release or substitution of Pledged Collateral) solely in accordance with this Agreement and the Intercreditor Agreement. Collateral Agent may petition a court of competent jurisdiction for the appointment of resign and a successor Collateral Agentcollateral agent may be appointed in the manner provided in the Intercreditor Agreement. Upon the acceptance of any appointment as Collateral Agent hereunder a collateral agent by a successor Collateral Agentcollateral agent, that successor Collateral Agent collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent collateral agent under this Agreement, and the retiring Collateral Agent collateral agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall thereupon be discharged from its duties and obligations hereunderunder this Agreement and shall deliver any Pledged Collateral in its possession to the successor collateral agent. After any retiring Collateral Agentcollateral agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Collateral Agent hereunderAgent. Anything contained in this Agreement to the contrary notwithstanding, in the event of any conflict between the express terms and provisions of this Agreement and the express terms and provisions of the Intercreditor Agreement, such terms and provisions of the Intercreditor Agreement shall control.

Collateral Agent. (i) Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders Lenders, the Administrative Agent and Company. The Administrative Agent may remove the Collateral Agent at any time by giving fifteen (15) days’ prior written notice thereof to Lenders, the Collateral Agent and Company. Upon any such notice of resignationresignation or removal, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent provided, that that, unless such successor is the Administrative Agent or a Lender, the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunder.

Collateral Agent. (i) The Collateral Agent may resign at any time has been appointed as Collateral Agent hereunder pursuant to the Intercreditor Agreement by giving thirty (30) days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignationthe Current Credit Agent, the Requisite Lenders Senior Debenture Trustee, the Subordinated Debt Trustee and the Foreign Lender listed on the signature pages thereof and, in the event that any Interest Rate Obligations or Currency Obligations, any other Foreign Lender Obligations or any Commercial Paper Obligations are secured hereby, by each Interest Rate Exchanger and Currency Exchanger, each other Foreign Lender and each Commercial Paper Representative executing a counterpart to the Intercreditor Agreement, and the Collateral Agent shall be entitled to the benefits of the Intercreditor Agreement. The Collateral Agent shall be obligated, and shall have the right, upon five (5) Business Days’ notice hereunder to Companymake demands, to appoint give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of Pledged Collateral) solely in accordance with this Agreement and the Intercreditor Agreement. The Collateral Agent may resign and a successor Collateral Agent provided, that may be appointed in the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after manner provided in the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral AgentIntercreditor Agreement. Upon the acceptance of any appointment as a Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall thereupon be discharged from its duties and obligations hereunderunder this Agreement and shall deliver any Pledged Collateral in its possession to the successor Collateral Agent. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent's resignation, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Collateral Agent hereunderAgent. Anything contained in this Agreement to the contrary notwithstanding, in the event of any conflict between the express terms and provisions of this Agreement and the express terms and provisions of the Intercreditor Agreement, such terms and provisions of the Intercreditor Agreement shall control.

Collateral Agent. The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (i) including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Companythe Grantors, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, the Requisite Lenders shall have the right, upon Security Agreement five (5) Business Days’ notice to Companythe Administrative Agent and the Grantors, to appoint a successor Collateral Agent provided, that pursuant to the appointment terms of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral AgentCredit Agreement. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities sums and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder. The Collateral Agent (including any successor Collateral Agent) shall enjoy the benefits afforded it under Section 9.6 of the Credit Agreement, it being understood that the indemnification provided thereunder shall come from the Lenders based on their Pro Rata Share as set forth therein.

Collateral Agent. Collateral Agent has been appointed to act as “Collateral Agent” hereunder by Lenders pursuant to the Credit Agreement and, by their acceptance of the benefits hereof, the other Secured Parties. Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (i) including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the other Credit Documents. In furtherance of the foregoing provisions of this section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all powers, rights and remedies Pledge and Security Agreement hereunder may be exercised solely by Collateral Agent for the benefit of Secured Parties in accordance with the terms of this section. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Companyin accordance with the Credit Agreement. Upon In the event of any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, right to appoint a successor Collateral Agent provided, that in accordance with the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral AgentCredit Agreement. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor removed Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunderthis Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Collateral Agent hereunder.

Collateral Agent. (i) The Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders Xxxxxxx and Companythe Borrower. Upon any such notice of resignation, the Requisite Lenders Directing Agent shall have the right, upon five (5) Business Days’ notice to Companythe Borrower, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Companythe Borrower’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly promptly, after payment of its remaining fees and expenses, (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, actions as may be it is directed are necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 0 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunder.. (ii) Notwithstanding anything herein to the contrary, the Collateral Agent may assign its rights and duties as the Collateral Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, the Borrower or the Lenders; provided that the Borrower and the Lenders may deem and treat such assigning Collateral Agent as the Collateral Agent for all purposes hereof, unless and until such assigning Collateral Agent provides written notice to the Borrower and the Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as the Collateral Agent hereunder and under the other Credit Documents. 8.10

Collateral Agent. The Collateral Agent has been appointed to act as Collateral Agent under the Credit Agreement by the respective Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (iincluding, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided, the Collateral Agent shall, after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders of a majority of the aggregate notional amount (or, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the respective Collateral Agent for the benefit of respective Secured Parties in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Companythe Pledgor, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Pledgor and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Companythe Administrative Agent, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

Collateral Agent. The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (i) including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Financing Agreement. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ ' prior written notice thereof to Lenders and Companythe Grantors, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Required Lenders. Upon any such notice of resignationresignation or any such removal, the Requisite Required Lenders shall have the right, upon five (5) Business Days’ ' notice to Companythe Administrative Agent, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Collateral Agent’s 's resignation or removal hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

Collateral Agent. (i) The Purchasers hereby appoint The Tail Wind Fund Ltd. as "Collateral Agent" under the Mortgage. The Collateral Agent may be removed, and a successor Collateral Agent may be appointed, by a majority-in-interest of holders of the Notes, and any Collateral Agent may resign at any time by giving from such position upon thirty (30) days’ days prior written notice thereof to Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, the Company (which shall constitute notice to appoint the Operating Subsidiary) and the holders of Notes. If a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall does not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed take such position within sixty (60) 30 days after the giving of notice of resignationretiring Collateral Agent resigns or is removed, the retiring Collateral Agent or a majority-in-interest of the holders of the Notes may petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as The Collateral Agent hereunder by will act or refrain from acting based on the direction of a successor majority-in-interest of holders of the Notes, and may take any action or refrain from taking any action as provided in the Mortgage as it shall determine in its reasonable judgment and discretion. With respect to any monies or property held by, or expended by, the Collateral AgentAgent on behalf of the holders of the Notes, that successor such amounts shall be allocated pro rata based on the principal amount of Notes outstanding. The Collateral Agent shall thereupon succeed to and become vested with be reimbursed by the holders of Notes for all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate reasonable expenses incurred in connection with the performance of the duties of the successor acting as Collateral Agent under the Credit DocumentsMortgage (provided that this shall in no way affect any liability of the Operating Subsidiary or the Company under the Mortgage). The Collateral Agent may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense. No implied covenants or obligations shall be read into this Agreement or the Mortgage against Collateral Agent. Except for Collateral Agent's own willful misconduct, bad faith or gross negligence, the Collateral Agent (i) may rely and/or act upon any written instrument, document or request believed by the Collateral Agent in good faith to be genuine and to be executed and delivered by the proper person(s), and may assume in good faith the authenticity, validity and effectiveness thereof and shall not be obligated to make any investigation or determination as to the truth and accuracy of any information contained therein, and (ii) execute shall not be responsible for the acts or omissions of the other parties hereto or holders of Notes. In consideration of its acceptance of the appointment as the Collateral Agent, each of the Purchasers (and deliver any subsequent holder of the Notes) jointly and severally agree to such successor indemnify the Collateral Agent such amendments to financing statementsagainst, and take such other actionshold the Collateral Agent harmless from, as all costs, damages, expenses (including reasonable attorney's fees and disbursements) and liabilities that the Collateral Agent may be necessary incur or appropriate sustain in connection with the appointment of such successor serving as Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral DocumentsMortgage, whereupon unless such retiring Collateral Agent shall be discharged from its duties costs, damages, expenses and obligations hereunder. After any retiring liabilities are caused by the Collateral Agent’s resignation hereunder as Collateral Agent's own willful misconduct, the provisions of this Section 8 shall inure to its benefit as to any actions taken bad faith or omitted to be taken by it while it was Collateral Agent hereundergross negligence.

Collateral Agent. The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. Subject to the provisions of the Intercreditor Agreement, the Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (i) including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement. In furtherance of the foregoing provisions of this Section 8, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section 8. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Companyeach Grantor, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to each Grantor and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Companythe Administrative Agent, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (ia) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (iib) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

Collateral Agent. (i) The Purchasers hereby appoint The Tail Wind Fund Ltd. as "Collateral Agent" under the Guaranty and Mortgage. The Collateral Agent may be removed, and a successor Collateral Agent may be appointed, by a majority-in-interest of holders of the Notes, and any Collateral Agent may resign at any time by giving from such position upon thirty (30) days’ days prior written notice thereof to Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint the Company and the holders of Notes. If a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall does not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed take such position within sixty (60) 30 days after the giving of notice of resignationretiring Collateral Agent resigns or is removed, the retiring Collateral Agent or a majority-in-interest of the holders of the Notes may petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as The Collateral Agent hereunder by will act or refrain from acting based on the direction of a successor majority-in-interest of holders of the Notes, and may take any action or refrain from taking any action as provided in the Mortgage as it shall determine in its reasonable judgment and discretion. With respect to any monies or property held by, or expended by, the Collateral AgentAgent on behalf of the holders of the Notes, that successor such amounts shall be allocated pro rata based on the principal amount of Notes outstanding. The Collateral Agent shall thereupon succeed to and become vested with be reimbursed by the holders of Notes for all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate reasonable expenses incurred in connection with the performance of the duties of the successor acting as Collateral Agent under the Credit DocumentsMortgage (provided that this shall in no way affect any liability of the Company under the Mortgage). The Collateral Agent may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense. No implied covenants or obligations shall be read into this Agreement or the Mortgage against Collateral Agent. Except for Collateral Agent's own willful misconduct, bad faith or gross negligence, the Collateral Agent (i) may rely and/or act upon any written instrument, document or request believed by the Collateral Agent in good faith to be genuine and to be executed and delivered by the proper person(s), and may assume in good faith the authenticity, validity and effectiveness thereof and shall not be obligated to make any investigation or determination as to the truth and accuracy of any information contained therein, and (ii) execute shall not be responsible for the acts or omissions of the other parties hereto or holders of Notes. In consideration of its acceptance of the appointment as the Collateral Agent, each of the Purchasers (and deliver any subsequent holder of the Notes) jointly and severally agree to such successor indemnify the Collateral Agent such amendments to financing statementsagainst, and take such other actionshold the Collateral Agent harmless from, as all costs, damages, expenses (including reasonable attorney's fees and disbursements) and liabilities that the Collateral Agent may be necessary incur or appropriate sustain in connection with the appointment of such successor serving as Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral DocumentsMortgage, whereupon unless such retiring Collateral Agent shall be discharged from its duties costs, damages, expenses and obligations hereunder. After any retiring liabilities are caused by the Collateral Agent’s resignation hereunder as Collateral Agent's own willful misconduct, the provisions of this Section 8 shall inure to its benefit as to any actions taken bad faith or omitted to be taken by it while it was Collateral Agent hereundergross negligence.

Collateral Agent. (ia) Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof Notwithstanding anything to Lenders and Company. Upon any such notice of resignationthe contrary contained in this Agreement, the Requisite Lenders shall Custodian hereby acknowledges and agrees that all the rights of the Issuer under this Agreement have the right, upon five (5) Business Days’ notice been assigned to Company, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment benefit of a successor the Secured Parties pursuant to the Security Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Custodian shall promptly xxxx its books and records to reflect that the Mortgage Notes, Mortgages and Assignments of Mortgages are being held for the benefit of the Collateral Agent as representative of the Secured Parties. The Custodian shall promptly deliver to the Collateral Agent all Certifications, Mortgage Loan Schedules, Lists of Loans and any other reports, certificates and documents delivered by the Custodian hereunder indicating that the Custodian is holding the related Mortgage Notes, Mortgages and Assignments of Mortgages for the benefit of the Collateral Agent, as representative of the Secured Parties. The delivery of such Certifications, Mortgage Loan Schedules, Lists of Loans and any other reports, certificates and documents delivered by the Custodian hereunder shall satisfy the requirements of delivery thereof to the Issuer hereunder. Any amendments or modifications to such Certifications, Mortgage Loan Schedules, Lists of Loans and any other reports, certificates and documents delivered by the Custodian hereunder shall be delivered to the Collateral Agent. Upon The Custodian is hereby notified of, and the acceptance Custodian hereby acknowledges, the security interest in the Mortgage Loans of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties as representative of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunderSecured Parties.

Collateral Agent. (i) Collateral Agent may resign at any time has been appointed as Collateral Agent hereunder pursuant to the Intercreditor Agreement by giving thirty (30) days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignationthe Lender Agent, the Requisite Lenders Existing Holdings Senior Notes Trustees, the Existing Xxxxx-Xxxxxxxx Senior Secured Notes Trustees, the holders of the other obligations described on Exhibit I to the Intercreditor Agreement, and, in the event that any future Other Permitted Credit Exposure, future New Senior Debt, Refinancing Senior Debt, or New Junior Debt are secured hereby, by each future Other Permitted Credit Exposure Holder, future New Senior Debt Representative, each Refinancing Senior Debt Representative and each New Junior Debt Representative executing an acknowledgment to the Intercreditor Agreement and Collateral Agent shall be entitled to the benefits of the Intercreditor Agreement. Collateral Agent shall be obligated, and shall have the right, upon five (5) Business Days’ notice hereunder to Companymake demands, to appoint a successor Collateral Agent providedgive notices, that the appointment of a successor Collateral Agent shall require to exercise or refrain from exercising any rights, and to take or refrain from taking action (so long as no Default or Event of Default has occurred and is continuing) Company’s approvalincluding, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignationwithout limitation, the release or substitution of Pledged Collateral) solely in accordance with this Agreement and the Intercreditor Agreement. Collateral Agent may petition a court of competent jurisdiction for the appointment of resign and a successor Collateral Agentcollateral agent may be appointed in the manner provided in the Intercreditor Agreement. Upon the acceptance of any appointment as Collateral Agent hereunder a collateral agent by a successor Collateral Agentcollateral agent, that successor Collateral Agent collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent collateral agent under this Agreement, and the retiring Collateral Agent collateral agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall thereupon be discharged from its duties and obligations hereunderunder this Agreement and shall deliver any Pledged Collateral in its possession to the successor collateral agent. After any retiring Collateral Agentcollateral agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Collateral Agent hereunderAgent. Anything contained in this Agreement to the contrary notwithstanding, in the event of any conflict between the express terms and provisions of this Agreement and the express terms and provisions of the Intercreditor Agreement, such terms and provisions of the Intercreditor Agreement shall control.

Collateral Agent. (i) Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Cxxxxxxxxx Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Cxxxxxxxxx Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent 108 all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunder.

Collateral Agent. (ia) Collateral Agent has been appointed to act as Collateral Agent hereunder pursuant to the Intercreditor Agreement by the Revolving Agent on behalf of the Revolving Lenders, the Term Agent on behalf of the Term Lenders, each Acknowledging Interest Rate Exchanger and each Acknowledging Currency Exchanger, and shall be entitled to the benefits of the Intercreditor Agreement. Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Pledged Collateral), solely in accordance with this Agreement, the Intercreditor Agreement and the Financing Documents. (b) The Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders or be removed and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent provided, that may be appointed in the manner provided in the Intercreditor Agreement. Resignation by the Collateral Agent pursuant to subsection 6(g) of the Intercreditor Agreement shall also constitute notice of resignation as Collateral Agent under this Agreement; removal of the Collateral Agent pursuant to subsection 6(g) of the Intercreditor Agreement shall also constitute removal as Collateral Agent under this Agreement; and appointment of a successor Collateral Agent pursuant to subsection 6(g) of the Intercreditor Agreement shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the also constitute appointment of a successor Collateral AgentAgent under this Agreement. Upon the acceptance of any appointment as Collateral Agent hereunder under subsection 6(g) of the Intercreditor Agreement by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Collateral Agent’s 's resignation or removal hereunder as Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Collateral Agent hereunder. SECTION 20.

Collateral Agent. The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders, the Swap Counterparty and each Specified Hedge Counterparty, if any, and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (i) including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the other First Lien Credit Documents. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Companythe Grantors, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Company and the Required First Lien Creditors. Upon any such notice of resignationresignation or any such removal, the Requisite Lenders Required First Lien Creditors shall have the right, upon five (5) Business Days’ notice to Companythe Administrative Agent, to appoint a successor Collateral Agent provided, that with the appointment consent of a successor Collateral Agent shall require the Company (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not to be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty ) (60) days after provided that no such consent would be required during the giving continuance of notice any Event of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral AgentDefault). Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

Collateral Agent. (ia) The Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof has been appointed to Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment act as Collateral Agent hereunder by a each Secured Party either pursuant to the Loan Documents or by their acceptance of the benefits hereof. The Collateral Agent shall be obligated to give notices and shall have the right hereunder to make demands, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement. Without the written consent of the Collateral Agent and any Secured Party that would be affected thereby and any consent required by Section 10.5 of the Credit Agreement, no amendment, modification, termination, or consent shall be effective if the effect thereof would release all or substantially all of the Collateral except as expressly provided herein. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent (subject to Section 14(a)) for the benefit of each Secured Party in accordance with the terms of this Section. The Collateral Agent may resign and any successor Collateral Agent, that Agent may be appointed in accordance with the terms of the Credit Agreement. The successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, this Agreement and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring Collateral Agent’s resignation hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

Collateral Agent. (i) Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. 109 Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunder.

Collateral Agent. (i) Collateral Each Bank and the Administrative Agent may resign at ---------------- Agent hereby irrevocably appoints and authorizes, and hereby agrees that it will require any time by giving thirty (30) days’ prior written notice thereof to Lenders transferee of any of its interest in its Facility B Loans and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, in its Facility B Notes irrevocably to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignationauthorize, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment to take such actions as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed its agent on its behalf and to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to exercise such successor Collateral Agent all sums, Securities and other items of Collateral held powers under the Collateral DocumentsSecurity Documents as are delegated by the terms thereof, together with all records and other documents necessary or appropriate in connection with such powers as are reasonably incidental thereto. Neither the performance of the duties of the successor Collateral Agent under the Credit Documentsnor any of its directors, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statementsofficers, and take such other actionsemployees, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent agents shall be discharged from its duties and obligations hereunder. After liable for any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions action taken or omitted to be taken by it while it was or them under any of the Security Documents or in connection therewith, except for its or their own gross negligence or willful misconduct as determined by a final non-appealable judicial order of a court of competent jurisdiction. The Collateral Agent hereundermay execute any of its duties under the Loan Documents by or through agents or attorneys selected by it using reasonable care and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible to any Bank for the negligence or misconduct of any agents or attorneys selected by it with reasonable care. The Collateral Agent may treat each Bank, or the Person designated in the last notice filed with the Administrative Agent under Section 9.3 of this Agreement, as the holder of all of the interests of such Bank in its Facility B Loans and in its Facility B Notes until written notice of transfer, signed by such Bank (or the Person designated in the last notice filed with the Administrative Agent) and by the Person designated in such written notice of transfer, in form and substance satisfactory to the Administrative Agent, shall have been filed with the Administrative Agent. The Collateral Agent may consult with legal counsel selected by it and shall not be liable for any action taken or suffered by it in good faith in reliance thereon. The Collateral Agent shall not be under any duty to examine, inquire into, or pass upon the validity, effectiveness, or genuineness of any Security Document or other document, or communication furnished pursuant thereto or in connection therewith, and the Collateral Agent shall be entitled to assume that they are valid, effective, and genuine, have been signed or sent by the proper parties, and are what they purport to be. The Collateral Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, any Security Document, unless the Collateral Agent shall have been instructed by the Required Lenders to exercise or refrain from exercising such rights or to take or refrain from taking such action, provided that the Collateral Agent shall not exercise any rights under any Security Document without the request of the Required Lenders unless time is of the essence, in which case, such action can be taken. The Collateral Agent shall incur no liability under or in respect of any Security Document with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdiction. The Collateral Agent shall not be liable to the Banks or to any Bank in acting or refraining from acting under any Security Document in accordance with the instructions of the Required Lenders, and any action taken or failure to act pursuant to such instructions shall be binding on all Banks. The Collateral Agent shall not be obligated to take any action which is contrary to law or which would in its reasonable opinion subject it to liability. All indemnity provisions herein that pertain to the Administrative Agent shall apply equally to the Collateral Agent. Each Bank and the Administrative Agent hereby agree that the Obligations are to be secured pari passu with all "Obligations"@ ---- ----- under the ATS Facility A Loan Agreement and that all Collateral now or hereafter delivered as security for the Obligations shall be held by the Collateral Agent (or delivered to the Collateral Agent, if received by any Bank) in accordance with the Security Documents.

Collateral Agent. (i) The Series 1997-1 Collateral Agent may resign acting hereunder at any time may resign by giving thirty an instrument in writing addressed and delivered, sixty (3060) days’ days prior to the effectiveness of such resignation, to each Series 1997-1 Liquidity Lender, the Series 1997-1 Liquidity Agent, the Series 1997-1 Support Letter of Credit Providers, the GM Series 1997-1 Support Provider, the Dealers, RFC, each Rating Agency and the Depositary, and may be removed at any time with or without cause by an instrument in writing duly executed by or on behalf of the Required Liquidity Providers with written notice thereof to Lenders and Companyeach of the Rating Agencies. Upon any such notice of resignationSubject to the provisions hereof, the Requisite Lenders Required Liquidity Providers shall have appoint, subject to the right, upon five written consent of RFC (5) Business Days’ notice to Company, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval consent shall not be unreasonably withheld, delayed or conditioned. If, however), a successor to the Series 1997-1 Collateral Agent is not appointed within sixty (60) days after upon any such resignation or removal, by an instrument of substitution complying with the giving requirements of notice applicable law, or, in the absence of resignationany such requirements, the Collateral Agent may petition a court of competent jurisdiction for the without any formality other than appointment of a successor Collateral Agentand designation in writing. Upon the making and acceptance of any appointment as such appointment, the execution and delivery by such successor Series 1997-1 Collateral Agent hereunder of a ratifying instrument pursuant to which such successor Series 1997-1 Collateral Agent agrees to assume the duties and obligations imposed on the Series 1997-1 Collateral Agent by a the terms of this Series 1997-1 Collateral Agreement, and the delivery to such successor Series 1997-1 Collateral Agent of the Assigned Collateral, the Deposited Funds and documents and instruments then held by the retiring Series 1997-1 Collateral Agent, that such successor Series 1997-1 Collateral Agent shall thereupon succeed to and become vested with all the estate, rights, powers, privileges remedies, privileges, immunities, indemnities, duties and duties obligations hereby granted to or conferred or imposed upon the retiring Series 1997-1 Collateral Agent named herein, and one such appointment and designation shall not exhaust the right to appoint and designate further successor Series 1997-1 Collateral Agents hereunder. No removal or resignation of the retiring Collateral Agent and the retiring Series 1997-1 Collateral Agent shall promptly (i) transfer to such be effective unless and until a successor Series 1997-1 Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentshas been duly appointed, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Series 1997-1 Collateral Agent and the assignment to has been accepted by such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunder.Series 1997-1

Collateral Agent. (i) The Collateral Agent may resign at has been appointed as Collateral Agent hereunder pursuant to the Intercreditor Agreement by the Lender Agent and the current Other Permitted Credit Exposure Holders and, in the event that any time Existing Senior Notes, future Other Permitted Credit Exposure, New Senior Debt, Interest Rate Obligations, Currency Obligations, Refinancing Senior Debt, or New Junior Debt are secured hereby, by giving thirty (30) days’ prior written notice thereof each Other Permitted Credit Exposure Holder, New Senior Debt Representative, each Interest Rate Exchanger, each Currency Exchanger, each Refinancing Senior Debt Representative and each New Junior Debt Representative executing a counterpart to Lenders the Intercreditor Agreement or, in the case of Existing Senior Note Trustees, pursuant to the Existing Senior Note Supplemental Indentures, and Companythe Collateral Agent shall be entitled to the benefits of the Intercreditor Agreement. Upon any such notice of resignationThe Collateral Agent shall be obligated, the Requisite Lenders and shall have the right, upon five (5) Business Days’ notice hereunder to Companymake demands, to appoint give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of Pledged Collateral) solely in accordance with this Agreement and the Intercreditor Agreement. The Collateral Agent may resign and a successor Collateral Agent provided, that may be appointed in the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after manner provided in the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral AgentIntercreditor Agreement. Upon the acceptance of any appointment as a Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall thereupon be discharged from its duties and obligations hereunderunder this Agreement and shall deliver any Pledged Collateral in its possession to the successor Collateral Agent. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent's resignation, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Collateral Agent hereunderAgent. Anything contained in this Agreement to the contrary notwithstanding, in the event of any conflict between the express terms and provisions of this Agreement and the express terms and provisions of the Intercreditor Agreement, such terms and provisions of the Intercreditor Agreement shall control.

Collateral Agent. 7. The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (iincluding, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided, the Collateral Agent shall, after payment in full of all Obligations under the Credit Agreement and the other Credit Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders of a majority of the aggregate notional amount (or, with respect to any Interest Rate Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Interest Rate Agreement) under all Interest Rate Agreements. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Companythe Grantors, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Companythe Administrative Agent, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

Collateral Agent. (i) Collateral Each Lender and the Administrative Agent may resign at hereby irrevocably appoints and authorizes, and hereby agrees that it will require any time by giving thirty (30) days’ prior written notice thereof to Lenders transferee of any of its interest in its Loans and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, in its Notes irrevocably to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignationauthorize, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment to take such actions as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed its agent on its behalf and to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to exercise such successor Collateral Agent all sums, Securities and other items of Collateral held powers under the Collateral DocumentsSecurity Documents as are delegated by the terms thereof, together with all records and other documents necessary or appropriate in connection with such powers as are reasonably incidental thereto. Neither the performance of the duties of the successor Collateral Agent under the Credit Documentsnor any of its directors, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statementsofficers, and take such other actions, as may be necessary employees or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent agents shall be discharged from its duties and obligations hereunder. After liable for any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions action taken or omitted to be taken by it while it was or them under any of the Security Documents or in connection therewith, except for its or their own gross negligence or willful misconduct as determined by a final non-appealable judicial order of a court of competent jurisdiction. The Collateral Agent hereundermay execute any of its duties under the Loan Documents by or through agents or attorneys selected by it using reasonable care and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible to any Lender for the negligence or misconduct of any agents or attorneys selected by it with reasonable care. The Collateral Agent may treat each Lender, or the Person designated in the last notice filed with the Administrative Agent under Section 9.2 hereof of this Agreement, as the holder of all of the interests of such Lender in its Loans and in its Notes until written notice of transfer, signed by such Lender (or the Person designated in the last notice filed with the Administrative Agent) and by the Person designated in such written notice of transfer, in form and substance reasonably satisfactory to the Administrative Agent, shall have been filed with the Administrative Agent. The Collateral Agent may consult with legal counsel selected by it and shall not be liable for any action taken or suffered by it in good faith in reliance thereon. The Collateral Agent shall not be under any duty to examine, inquire into, or pass upon the validity, effectiveness or genuineness of any Security Document or other document or communication furnished pursuant thereto or in connection therewith, and the Collateral Agent shall be entitled to assume that they are valid, effective and genuine, have been signed or sent by the proper parties and are what they purport to be. The Collateral Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, any Security Document, unless the Collateral Agent shall have been instructed by the Majority Lenders to exercise or refrain from exercising such rights or to take or refrain from taking such action, provided that the Collateral Agent shall not exercise any rights under any Security Document without the request of the Majority Lenders unless time is of the essence, in which case, such action can be taken. The Collateral Agent shall incur no liability under or in respect of any Security Document with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdiction. The Collateral Agent shall not be liable to the Lenders or to any Lender in acting or refraining from acting under any Security Document in accordance with the instructions of the Majority Lenders, and any action taken or failure to act pursuant to such instructions shall be binding on all Lenders. The Collateral Agent shall not be obligated to take any action which is contrary to law or which would in its reasonable opinion subject it to liability. All indemnity provisions herein that pertain to the Administrative Agent shall apply equally to the Collateral Agent. Each Lender and the Administrative Agent hereby agree that all Collateral now or hereafter delivered as security for the Obligations shall be held by the Collateral Agent (or delivered to the Collateral Agent, if received by any Lender) in accordance with the Security Documents.

Collateral Agent. (ia) Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof Notwithstanding anything to Lenders and Company. Upon any such notice of resignationthe contrary contained in this Agreement, the Requisite Lenders shall Custodian hereby acknowledges and agrees that all the rights of the Issuer under this Agreement have the right, upon five (5) Business Days’ notice been assigned to Company, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment benefit of a successor the Secured Parties pursuant to the Security Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Custodian shall promptly xxxx its books and records to reflect that the Mortgage Notes, Mortgages and Assignments of Mortgage are being held for the benefit of the Collateral Agent as representative of the Secured Parties. The Custodian shall promptly deliver to the Collateral Agent all Certifications, Mortgage Loan Schedules, Lists of Loans and any other reports, certificates and documents delivered by the Custodian hereunder indicating that the Custodian is holding the related Mortgage Notes, Mortgages and Assignments of Mortgage for the benefit of the Collateral Agent, as representative of the Secured Parties. The delivery of such Certifications, Mortgage Loan Schedules, Lists of Loans and any other reports, certificates and documents delivered by the Custodian hereunder shall satisfy the requirements of delivery thereof to the Issuer hereunder. Any amendments or modifications to such Certifications, Mortgage Loan Schedules, Lists of Loans and any other reports, certificates and documents delivered by the Custodian hereunder shall be delivered to the Collateral Agent. Upon The Custodian is hereby notified of, and the acceptance Custodian hereby acknowledges, the security interest in the Mortgage Loans of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties as representative of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunderSecured Parties.

Collateral Agent. The Purchasers hereby appoint (ior confirm the continued appointment of) The Tail Wind Fund Ltd. as "Collateral Agent" under the Mortgage (as modified by the Mortgage Modification). The Collateral Agent may be removed, and a successor Collateral Agent may be appointed, by a majority-in-interest of holders of the Notes, and any Collateral Agent may resign at any time by giving from such position upon thirty (30) days’ days prior written notice thereof to Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, the Company (which shall constitute notice to appoint the Operating Subsidiary) and the holders of Notes. If a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall does not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed take such position within sixty (60) 30 days after the giving of notice of resignationretiring Collateral Agent resigns or is removed, the retiring Collateral Agent or a majority-in-interest of the holders of the Notes may petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as The Collateral Agent hereunder by will act or refrain from acting based on the direction of a successor majority-in-interest of holders of the Notes, and may take any action or refrain from taking any action as provided in the Mortgage as it shall determine in its reasonable judgment and discretion. With respect to any monies or property held by, or expended by, the Collateral AgentAgent on behalf of the holders of the Notes, that successor such amounts shall be allocated pro rata based on the principal amount of Notes outstanding. The Collateral Agent shall thereupon succeed to and become vested with be reimbursed by the holders of Notes for all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate reasonable expenses incurred in connection with the performance of the duties of the successor acting as Collateral Agent under the Credit DocumentsMortgage (provided that this shall in no way affect any liability of the Operating Subsidiary or the Company under the Mortgage). The Collateral Agent may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense. No implied covenants or obligations shall be read into this Agreement or the Mortgage against Collateral Agent. Except for Collateral Agent's own willful misconduct, bad faith or gross negligence, the Collateral Agent (i) may rely and/or act upon any written instrument, document or request believed by the Collateral Agent in good faith to be genuine and to be executed and delivered by the proper person(s), and may assume in good faith the authenticity, validity and effectiveness thereof and shall not be obligated to make any investigation or determination as to the truth and accuracy of any information contained therein, and (ii) execute shall not be responsible for the acts or omissions of the other parties hereto or holders of Notes. In consideration of its acceptance of the appointment as the Collateral Agent, each of the Purchasers (and deliver any subsequent holder of the Notes) jointly and severally agree to such successor indemnify the Collateral Agent such amendments to financing statementsagainst, and take such other actionshold the Collateral Agent harmless from, as all costs, damages, expenses (including reasonable attorney's fees and disbursements) and liabilities that the Collateral Agent may be necessary incur or appropriate sustain in connection with the appointment of such successor serving as Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral DocumentsMortgage, whereupon unless such retiring Collateral Agent shall be discharged from its duties costs, damages, expenses and obligations hereunder. After any retiring liabilities are caused by the Collateral Agent’s resignation hereunder as Collateral Agent's own willful misconduct, the provisions of this Section 8 shall inure to its benefit as to any actions taken bad faith or omitted to be taken by it while it was Collateral Agent hereundergross negligence.

Collateral Agent. The Collateral Agent has been appointed to act as Collateral Agent hereunder by Xxxxxxx and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (i) including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Financing Agreement. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30in accordance with Section 9.3(a) days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral AgentFinancing Agreement. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Xxxxxxxxxx Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (ia) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (iib) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring Collateral or removed Xxxxxxxxxx Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder. The Collateral Agent has executed this Agreement as directed under and in accordance with the Financing Agreement and will perform this Agreement solely in its capacity as Collateral Agent and not individually. In performing under this Agreement, the Collateral Agent shall have all rights, protections, immunities and indemnities granted it under the Financing Agreement. Subject to the terms of the Financing Agreement, the Collateral Agent shall have no obligation to perform or exercise any discretionary act.

Collateral Agent. (i) i. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders, the Administrative Agent and Company. The Administrative Agent (acting at the direction of or with the consent of the Requisite Lenders (or, if an Event of Default has occurred and is continuing, the Requisite Remedies Lenders) may remove the Collateral Agent at any time by giving fifteen (15) days’ prior written notice thereof to Lenders, the Collateral Agent and Company. Upon any such notice of resignationresignation or removal, the Requisite Remedies Lenders shall have the right, upon five (5) Business Days’ notice to CompanyCompany and each other Lender, to appoint a successor Collateral Agent provided, with the consent of (i) a majority of the Class B Lenders (calculated by excluding the Class B Exposures of all Class B Lenders that are the appointment of a successor same entity as the resigning Collateral Agent or Affiliates of the resigning Collateral Agent), which consent shall require not be unreasonably withheld or delayed, and (ii) so long as no Default or Event of Default has occurred and is continuing) , the Company’s approval, which approval consents shall not be unreasonably withheld or delayed. If no successor agent is appointed by the Requisite Remedies Lenders within thirty (30) days after the Collateral Agent gives written notice of termination pursuant to the first sentence of this Section 8.7(b)(i), the resigning Collateral Agent may appoint a successor Collateral Agent in its discretion, subject to, (i) so long as no Default or Event of Default has occurred and is continuing, the consent of the Company, which consent shall not be unreasonably withheld, delayed conditioned, or delayed, and (ii) the consent of the Requisite Remedies Lenders, which consent shall not be unreasonably withheld, conditioned, or delayed. If, however, a If no successor Collateral Agent agent is not appointed by the Requisite Remedies Lenders within sixty thirty (6030) days after the giving of Collateral Agent gives written notice of resignationresignation pursuant to the first sentence of this Section 8.7(b)(i), the Collateral Agent may petition a court of competent jurisdiction for the appointment of to appoint a successor “Collateral Agent”. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunder. If an Agent Resignation Event has occurred and is continuing with respect to the Collateral Agent, the Person then acting as Collateral Agent shall promptly resign from such capacities in accordance with this Section 8.7(b) following its receipt of a written direction from the Requisite Remedies Lenders to the effect that such Person then acting as Collateral Agent shall resign from such capacities.

Collateral Agent. (i) Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a 105 successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunder.

Collateral Agent. (i) The Collateral Agent may resign at any time has been appointed as Collateral Agent hereunder pursuant to the Intercreditor Agreement by giving thirty (30) days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignationthe Current Credit Agent, the Requisite Lenders Senior Debenture Trustee and the Foreign Lender listed on the signature pages thereof and, in the event that any Interest Rate Obligations or Currency Obligations, any other Foreign Lender Obligations, or any Commercial Paper Obligations are secured hereby, by each Interest Rate Exchanger and Currency Exchanger, each other Foreign Lender, and each Commercial Paper Representative executing a counterpart to the Intercreditor Agreement, and the Collateral Agent shall be entitled to the benefits of the Intercreditor Agreement. The Collateral Agent shall be obligated, and shall have the right, upon five (5) Business Days’ notice hereunder to Companymake demands, to appoint give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of Pledged Collateral) solely in accordance with this Agreement and the Intercreditor Agreement. The Collateral Agent may resign and a successor Collateral Agent provided, that may be appointed in the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after manner provided in the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral AgentIntercreditor Agreement. Upon the acceptance of any appointment as a Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall thereupon be discharged from its duties and obligations hereunderunder this Agreement and shall deliver any Pledged Collateral in its possession to the successor Collateral Agent. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent's resignation, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Collateral Agent hereunderAgent. Anything contained in this Agreement to the contrary notwithstanding, in the event of any conflict between the express terms and provisions of this Agreement and the express terms and provisions of the Intercreditor Agreement, such terms and provisions of the Intercreditor Agreement shall control.

Collateral Agent. (i) Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof has been appointed as collateral agent pursuant to Lenders and Companythe Credit Agreement. Upon any such notice The actions of resignation, Collateral Agent hereunder are subject to the Requisite Lenders provisions of the Credit Agreement. Collateral Agent shall have the right, upon five (5) Business Days’ notice right hereunder to Companymake demands, to appoint give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of Pledged Collateral), in accordance with this Agreement and the Credit Agreement. Collateral Agent ______________________________________ Footnote continued from previous page. 281 may resign and a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement; provided, however, that at the time of appointment of a successor Collateral Agent, if Collateral Agent, through its possession, control, or ownership of Pledged Collateral or otherwise, holds, owns, or controls any Governmental License issued by the FCC such that the FCC must consent to the appointment of a successor Collateral Agent, until the FCC has consented to the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor shall retain control over such Pledged Collateral Agentor Government Licenses. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall thereupon be discharged from its duties and obligations hereunderunder this Agreement. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent's resignation, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Collateral Agent hereunderAgent.

Collateral Agent. (i) Collateral Agent may resign at any time has been appointed as Collateral Agent hereunder pursuant to the Intercreditor Agreement by giving thirty (30) days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignationthe Lender Agent, the Requisite Lenders Existing Holdings Senior Notes Trustee, the holders of the other obligations described on Exhibit I to the Intercreditor Agreement, and, in the event that any future Other Permitted Credit Exposure or future Permitted Secured Debt is secured hereby, by each future Other Permitted Credit Exposure Holder and future Permitted Secured Debt Representative executing an acknowledgment to the Intercreditor Agreement and Collateral Agent shall be entitled to the benefits of the Intercreditor Agreement. Collateral Agent shall be obligated, and shall have the right, upon five (5) Business Days’ notice hereunder to Companymake demands, to appoint a successor Collateral Agent providedgive notices, that the appointment of a successor Collateral Agent shall require to exercise or refrain from exercising any rights, and to take or refrain from taking action (so long as no Default or Event of Default has occurred and is continuing) Company’s approvalincluding, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignationwithout limitation, the release or substitution of Pledged Collateral) solely in accordance with this Agreement and the Intercreditor Agreement. Collateral Agent may petition a court of competent jurisdiction for the appointment of resign and a successor Collateral Agentcollateral agent may be appointed in the manner provided in the Intercreditor Agreement. Upon the acceptance of any appointment as Collateral Agent hereunder a collateral agent by a successor Collateral Agentcollateral agent, that successor Collateral Agent collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent collateral agent under this Agreement, and the retiring Collateral Agent collateral agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall thereupon be discharged from its duties and obligations hereunderunder this Agreement and shall deliver any Pledged Collateral in its possession to the successor collateral agent. After any retiring Collateral Agentcollateral agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Collateral Agent hereunderAgent. Anything contained in this Agreement to the contrary notwithstanding, in the event of any conflict between the express terms and provisions of this Agreement and the express terms and provisions of the Intercreditor Agreement, such terms and provisions of the Intercreditor Agreement shall control.

Collateral Agent. (i) xxv. The Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Companythe Borrower. Upon any such notice of resignation, the Requisite Lenders Directing Agent shall have the right, upon five (5) Business Days’ notice to Companythe Borrower, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Companythe Borrower’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly promptly, after payment of its remaining fees and expenses, (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, actions as may be it is directed are necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunder.

Collateral Agent. The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (i) including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement. In furtherance of the foregoing provisions of this Section, each Secured Party other than the Collateral Agent, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. The Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Companythe Grantors, and the Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, the Requisite Lenders shall have the rightright (subject to the consent of the Administrative Borrower (not to be unreasonably withheld) so long as no Event of Default has occurred and be continuing or would have been continuing but for a forbearance agreement or waiver that is not permanent being in effect), upon five (5) Business Days’ notice to Companythe Administrative Agent, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

Collateral Agent. (i) Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders Lexxxxx, the Administrative Agent and CompanyBoxxxxxx. The Administrative Agent may remove the Collateral Agent at any time by giving fifteen (15) days’ prior written notice thereof to Lenders, the Collateral Agent and Borrower. Upon any such notice of resignationresignation or removal, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to CompanyBoxxxxxx, to appoint a successor Collateral Agent provided, that that, unless such successor is the Administrative Agent or a Lender, the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) CompanyBorrower’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent Coxxxxxxxx Xgent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral AgentCoxxxxxxxx Xgent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunder.

Collateral Agent. (i) The Collateral Agent may resign at has been appointed as Collateral Agent hereunder pursuant to the Intercreditor Agreement by the Current Credit Agent and the Senior Note Trustees and, in the event that any time Interest Rate Obligations or Currency Obligations are secured hereby, by giving thirty (30) days’ prior written notice thereof each Interest Rate Exchanger and Currency Exchanger executing a counterpart to Lenders the Intercreditor Agreement, and Companythe Collateral Agent shall be entitled to the benefits of the Intercreditor Agreement. Upon any such notice of resignationThe Collateral Agent shall be obligated, the Requisite Lenders and shall have the right, upon five (5) Business Days’ notice hereunder to Companymake demands, to appoint give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of Pledged Collateral) solely in accordance with this Agreement and the Intercreditor Agreement. The Collateral Agent may resign and a successor Collateral Agent provided, that may be appointed in the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after manner provided in the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral AgentIntercreditor Agreement. Upon the acceptance of any appointment as a Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall thereupon be discharged from its duties and obligations hereunderunder this Agreement and shall deliver any Pledged Collateral in its possession to the successor Collateral Agent. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent's resignation, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Collateral Agent hereunderAgent. Anything contained in this Agreement to the contrary notwithstanding, in the event of any conflict between the express terms and provisions of this Agreement and the express terms and provisions of the Intercreditor Agreement, such terms and provisions of the Intercreditor Agreement shall control.

Collateral Agent. The Lenders and the Borrower acknowledge and agree that Xxxxx Fargo Bank, National Association has been appointed to act as Collateral Agent pursuant to the Loan Documents. The Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 11 with respect to any acts taken or omissions suffered by the Collateral Agent may resign at in connection with any time Loan Documents as fully as if the term “Administrative Agent”, as used in this Section 11, included the Collateral Agent with respect to such acts or omissions and (ii) as additionally provided in this Agreement and any of the other Loan Documents with respect to the Collateral Agent. Section 11.12 Authorization to Enter into, and Enforcement of, the Collateral Documents. The Collateral Agent is hereby irrevocably authorized by giving thirty (30) days’ prior written notice thereof each of the Lenders to execute and deliver the Collateral Documents and the Administrative Agent and the Collateral Agent, as applicable, are hereby irrevocably authorized by each of the Lenders to execute and deliver any subordination and/or intercreditor agreement with respect to any Subordinated Debt on behalf of each of the Lenders and Companytheir Affiliates and to take such action and exercise such powers under the Collateral Documents and such other subordination and/or intercreditor agreements as the Administrative Agent or the Collateral Agent considers appropriate, provided neither the Administrative Agent not the Collateral Agent shall amend the Collateral Documents or such other subordination and/or intercreditor agreements unless such amendment is agreed to in writing by the Required Lenders. Upon any Each Lender acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents and such notice of resignationother subordination and/or intercreditor agreements upon the execution and delivery thereof by the Administrative Agent or the Collateral Agent, as applicable. Except as otherwise specifically provided for herein, no Lender (or its Affiliates) other than the Requisite Lenders Administrative Agent or the Collateral Agent, as applicable, shall have the rightright to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon five (5) Business Days’ notice to Company, to appoint a successor any Collateral Agent provided, that or for the appointment execution of a successor Collateral Agent shall require (so long as no Default any trust or Event power in respect of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction or for the appointment of a successor Collateral Agent. Upon receiver or for the acceptance enforcement of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held remedy under the Collateral Documents, together with all records Documents or such other subordination and/or intercreditor agreements; it being understood and other documents necessary intended that no one or appropriate in connection with the performance more of the duties Lenders (or their Affiliates) shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the successor Collateral Agent under the Credit DocumentsCollateral Documents or the rights of the Administrative Agent or any Collateral Agent set forth in Collateral Documents or any other subordination and/or intercreditor agreements by its or their action or to enforce any right thereunder, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statementsthat all proceedings at law or in equity shall be instituted, had, and take such other actions, as may be necessary maintained by the Administrative Agent or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, as applicable, in the provisions manner provided for in the relevant Collateral Documents or such other subordination and/or intercreditor agreements for the benefit of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunderthe Lenders and their Affiliates.

Collateral Agent. (i) The Collateral Agent may resign at any time has been appointed as Collateral Agent hereunder pursuant to the Intercreditor Agreement by giving thirty (30) days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignationthe Lender Agent, the Requisite Lenders Existing Holdings Senior Notes Trustees, the Existing Xxxxx-Xxxxxxxx Senior Secured Notes Trustees, the holders of the other obligations described on Schedule A to the Intercreditor Agreement, and, in the event that any future Other Permitted Credit Exposure, future New Senior Debt, future Interest Rate Obligations, future Currency Obligations, Refinancing Senior Debt, or New Junior Debt are secured hereby, by each future Other Permitted Credit Exposure Holder, future New Senior Debt Representative, each future Interest Rate Exchanger, each future Currency Exchanger, each Refinancing Senior Debt Representative and each New Junior Debt Representative executing an acknowledgment to the Intercreditor Agreement and the Collateral Agent shall be entitled to the benefits of the Intercreditor Agreement. The Collateral Agent shall be obligated, and shall have the right, upon five (5) Business Days’ notice hereunder to Companymake demands, to appoint give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of Pledged Collateral) solely in accordance with this Agreement and the Intercreditor Agreement. The Collateral Agent may resign and a successor Collateral Agent provided, that may be appointed in the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after manner provided in the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral AgentIntercreditor Agreement. Upon the acceptance of any appointment as a Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall thereupon be discharged from its duties and obligations hereunderunder this Agreement and shall deliver any Pledged Collateral in its possession to the successor Collateral Agent. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent's resignation, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Collateral Agent hereunderAgent. Anything contained in this Agreement to the contrary notwithstanding, in the event of any conflict between the express terms and provisions of this Agreement and the express terms and provisions of the Intercreditor Agreement, such terms and provisions of the Intercreditor Agreement shall control.

Collateral Agent. The Purchasers hereby appoint (ior confirm the continued appointment of) The Tail Wind Fund Ltd. as “Collateral Agent” under the Mortgage. The Collateral Agent may be removed, and a successor Collateral Agent may be appointed, by a majority-in-interest of holders of the Notes, and any Collateral Agent may resign at any time by giving from such position upon thirty (30) days’ days prior written notice thereof to Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, the Company (which shall constitute notice to appoint the Operating Subsidiary) and the holders of Notes. If a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall does not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed take such position within sixty (60) 30 days after the giving of notice of resignationretiring Collateral Agent resigns or is removed, the retiring Collateral Agent or a majority-in-interest of the holders of the Notes may petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as The Collateral Agent hereunder by will act or refrain from acting based on the direction of a successor majority-in-interest of holders of the Notes, and may take any action or refrain from taking any action as provided in the Mortgage as it shall determine in its reasonable judgment and discretion. With respect to any monies or property held by, or expended by, the Collateral AgentAgent on behalf of the holders of the Notes, that successor such amounts shall be allocated pro rata based on the principal amount of Notes outstanding. The Collateral Agent shall thereupon succeed to and become vested with be reimbursed by the holders of Notes for all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate reasonable expenses incurred in connection with the performance of the duties of the successor acting as Collateral Agent under the Credit DocumentsMortgage (provided that this shall in no way affect any liability of the Operating Subsidiary or the Company under the Mortgage). The Collateral Agent may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense. No implied covenants or obligations shall be read into this Agreement or the Mortgage against Collateral Agent. Except for Collateral Agent's own willful misconduct, bad faith or gross negligence, the Collateral Agent (i) may rely and/or act upon any written instrument, document or request believed by the Collateral Agent in good faith to be genuine and to be executed and delivered by the proper person(s), and may assume in good faith the authenticity, validity and effectiveness thereof and shall not be obligated to make any investigation or determination as to the truth and accuracy of any information contained therein, and (ii) execute shall not be responsible for the acts or omissions of the other parties hereto or holders of Notes. In consideration of its acceptance of the appointment as the Collateral Agent, each of the Purchasers (and deliver any subsequent holder of the Notes) jointly and severally agree to such successor indemnify the Collateral Agent such amendments to financing statementsagainst, and take such other actionshold the Collateral Agent harmless from, as all costs, damages, expenses (including reasonable attorney's fees and disbursements) and liabilities that the Collateral Agent may be necessary incur or appropriate sustain in connection with the appointment of such successor serving as Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral DocumentsMortgage, whereupon unless such retiring Collateral Agent shall be discharged from its duties costs, damages, expenses and obligations hereunder. After any retiring liabilities are caused by the Collateral Agent’s resignation hereunder as Collateral Agent's own willful misconduct, the provisions of this Section 8 shall inure to its benefit as to any actions taken bad faith or omitted to be taken by it while it was Collateral Agent hereundergross negligence.

Collateral Agent. (i) The Purchasers hereby appoint The Tail Wind Fund Ltd. as “Collateral Agent” under the Mortgage. The Collateral Agent may be removed, and a successor Collateral Agent may be appointed, by a majority-in-interest of holders of the Notes, and any Collateral Agent may resign at any time by giving from such position upon thirty (30) days’ days prior written notice thereof to Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, the Company (which shall constitute notice to appoint the Operating Subsidiary) and the holders of Notes. If a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall does not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed take such position within sixty (60) 30 days after the giving of notice of resignationretiring Collateral Agent resigns or is removed, the retiring Collateral Agent or a majority-in-interest of the holders of the Notes may petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as The Collateral Agent hereunder by will act or refrain from acting based on the direction of a successor majority-in-interest of holders of the Notes, and may take any action or refrain from taking any action as provided in the Mortgage as it shall determine in its reasonable judgment and discretion. With respect to any monies or property held by, or expended by, the Collateral AgentAgent on behalf of the holders of the Notes, that successor such amounts shall be allocated pro rata based on the principal amount of Notes outstanding. The Collateral Agent shall thereupon succeed to and become vested with be reimbursed by the holders of Notes for all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate reasonable expenses incurred in connection with the performance of the duties of the successor acting as Collateral Agent under the Credit DocumentsMortgage (provided that this shall in no way affect any liability of the Operating Subsidiary or the Company under the Mortgage). The Collateral Agent may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense. No implied covenants or obligations shall be read into this Agreement or the Mortgage against Collateral Agent. Except for Collateral Agent's own willful misconduct, bad faith or gross negligence, the Collateral Agent (i) may rely and/or act upon any written instrument, document or request believed by the Collateral Agent in good faith to be genuine and to be executed and delivered by the proper person(s), and may assume in good faith the authenticity, validity and effectiveness thereof and shall not be obligated to make any investigation or determination as to the truth and accuracy of any information contained therein, and (ii) execute shall not be responsible for the acts or omissions of the other parties hereto or holders of Notes. In consideration of its acceptance of the appointment as the Collateral Agent, each of the Purchasers (and deliver any subsequent holder of the Notes) jointly and severally agree to such successor indemnify the Collateral Agent such amendments to financing statementsagainst, and take such other actionshold the Collateral Agent harmless from, as all costs, damages, expenses (including reasonable attorney's fees and disbursements) and liabilities that the Collateral Agent may be necessary incur or appropriate sustain in connection with the appointment of such successor serving as Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral DocumentsMortgage, whereupon unless such retiring Collateral Agent shall be discharged from its duties costs, damages, expenses and obligations hereunder. After any retiring liabilities are caused by the Collateral Agent’s resignation hereunder as Collateral Agent's own willful misconduct, the provisions of this Section 8 shall inure to its benefit as to any actions taken bad faith or omitted to be taken by it while it was Collateral Agent hereundergross negligence.

Collateral Agent. The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (i) including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement, the Term Loan Agreement and the Intercreditor Agreement. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ ' prior written notice thereof to Lenders and Companythe Grantors, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, the Requisite Lenders shall have the right, upon five (5) Business Days’ ' notice to Companythe Administrative Agent, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing or financing change statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Collateral Agent’s 's resignation or removal hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

Collateral Agent. The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (i) including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Second Lien Credit Documents. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Companythe Grantors, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Companythe Administrative Agent, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

Collateral Agent. The Collateral Agent has been appointed to act as Collateral Agent under the Parity Lien Documents by the Parity Lien Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (i) including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement, the Intercreditor Agreement and the Parity Lien Documents; provided, the Collateral Agent shall, after payment in full of all Obligations under the Parity Lien Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders of a majority of the amount under the Parity Lien Documents by the Parity Lien Representatives then due and payable (exclusive of expenses and similar payments). In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ ' prior written notice thereof to Lenders Parity Lien Representatives and Companythe Grantors. Upon any such notice of resignation, the Requisite Lenders Parity Lien Claimholders shall have the right, upon five (5) Business Days’ ' notice to Companythe Administrative Agent, to appoint a successor Collateral Agent provided, that the appointment of a successor Collateral Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. If, however, a successor Collateral Agent is not appointed within sixty (60) days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documentshereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Collateral Agent and the assignment to such successor Collateral Agent of the security interests created under the Collateral Documentshereunder, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring Collateral Agent’s 's resignation hereunder as the Collateral Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.