Common use of Appointment of Collateral Agent Clause in Contracts

Appointment of Collateral Agent. The Trustee hereby appoints the Collateral Agent, and the Collateral Agent accepts appointment, as collateral agent under the terms of this Agreement. The Collateral Agent may resign at any time by giving written notice thereof to the Trustee and may be removed at any time with or without cause by the Trustee. Prior to the effectiveness of any such resignation or removal, the Trustee shall have the right to appoint a successor Collateral Agent which shall be a commercial bank or trust company organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Trustee's removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Trustee and the Holders of the Secured Notes, appoint a successor Collateral Agent, which shall be a commercial bank or trust company organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such 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 be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

Appointment of Collateral Agent. The Trustee Obligee hereby irrevocably designates and appoints each of The Bank of New York and Foothill Capital Corporation as Collateral Agent under this Agreement and the Security Documents to which the Collateral AgentAgent is a party with respect to the SP Sub Collateral and the Collateral other than SP Sub Collateral, respectively, and the Collateral Agent hereby accepts such appointment, subject to the terms and provisions of this Agreement, the Intercreditor Agreement and the Security Documents to which it is a party. The Obligee hereby further authorizes and directs Collateral Agent to enter into the Security Documents, the Intercreditor Agreement and all other documents, consents, joinders, acknowledgments and other written matter to be executed and delivered by Collateral Agent on the Issuance Date and agrees to be bound by the terms thereof. The Obligee irrevocably authorizes the Collateral Agent, as collateral agent Collateral Agent for the Obligee, to take such action on its behalf under the provisions of this Agreement, the Intercreditor Agreement and the Security Documents to which Collateral Agent is a party, and to exercise such powers and perform such duties as are expressly delegated to Collateral Agent by the terms of this Agreement. The Collateral Agent may resign at any time by giving written notice thereof to the Trustee and may be removed at any time with or without cause by the Trustee. Prior to the effectiveness of any such resignation or removal, the Trustee shall have Intercreditor Agreement and the right Security Documents to appoint which it is a successor Collateral Agent which shall be a commercial bank or trust company organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor party, together with such other powers as are reasonably incidental thereto; PROVIDED that Collateral Agent shall have been so appointed by not enter into any consent to any amendment, modification, termination or waiver of any provision contained in this Agreement or any Security Document to which it is party without the Trustee and shall have accepted such appointment within 30 days after prior written consent of the retiring Obligee. The Obligee hereby authorizes Collateral Agent's giving of notice of resignation Agent to release Collateral only as expressly permitted or required under this Agreement, the Intercreditor Agreement or the Trustee's removal of the retiring Collateral Agent, then the retiring Security Documents and agrees that a certificate executed by Collateral Agent shall, prior to the effectiveness evidencing such release of its resignation or removal, on behalf of the Trustee and the Holders of the Secured Notes, appoint a successor Collateral Agent, which shall be a commercial bank or trust company organized under the laws conclusive evidence of the United States of America or such release to any State thereof having a combined capital and surplus of at least $50,000,000third party. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties not subordinate or release any Liens under any of the retiring Collateral AgentSecurity Documents except as provided in this Agreement, the Intercreditor Agreement or upon the written direction of the Obligee. All notices and the retiring directions to Collateral Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, given in writing by the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties heretoObligee.

Appointment of Collateral Agent. A. The Trustee Revolving Agent on behalf of the Revolving Lenders and the Bridge Agent on behalf of the Bridge Lenders hereby appoints the severally appoint Bankers Trust Company as Collateral Agent, and authorize the Collateral Agent accepts appointmentto serve as the agent and representative of the Revolving Lenders and the Bridge Lenders for the purposes of executing and delivering on their behalf the Pledge Agreements to be executed and delivered by the Borrower and its Subsidiaries party thereto and, as collateral agent subject to the provisions of this Agreement, enforcing the Revolving Lenders' and the Bridge Lenders' rights in respect of the Stock Collateral and the obligations of the Borrower and its Subsidiaries under the Pledge Agreements. Bankers Trust Company hereby accepts such appointment and agrees to act as Collateral Agent hereunder and to enter into and act as Collateral Agent under the Pledge Agreements in accordance with the terms thereof and of this Agreement. B. Each party executing this Agreement which is entitled to give directions to the Collateral Agent agrees that the Collateral Agent may act as Requisite Revolving Lenders or Requisite Bridge Lenders may request (regardless of whether any individual Revolving Lender or Bridge Lender agrees, disagrees or abstains with respect to such request) and that the Collateral Agent shall have no liability for acting in accordance with such request (provided such action does not conflict with the express terms of this Agreement. ). C. The Collateral Agent may resign at any time by giving written notice thereof request directions from the Requisite Revolving Lenders or Requisite Bridge Lenders as to any course of action or other matter relating hereto or to the Trustee and Pledge Agreements. Except as otherwise may be removed at any time with provided in the Pledge Agreements, directions given by Requisite Revolving Lenders or without cause by the Trustee. Prior Requisite Bridge Lenders to the effectiveness of any such resignation or removal, the Trustee shall have the right to appoint a successor Collateral Agent which shall be a commercial bank or trust company organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Trustee's removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Trustee and the Holders of the Secured Notes, appoint a successor Collateral Agent, which shall be a commercial bank or trust company organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such 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 be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent's resignation binding on all Revolving Lenders or removal hereunder all Bridge Lenders, as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. Any corporation into which the Collateral Agent case may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties heretobe.

Appointment of Collateral Agent. A. The Trustee Revolving Agent on behalf of the Revolving Lenders and the Bridge Agent on behalf of the Bridge Lenders hereby appoints the severally appoint Bankers Trust Company as Collateral Agent, and authorize the Collateral Agent accepts appointmentto serve as the agent and representative of the Revolving Lenders and the Bridge Lenders for the purposes of executing and delivering on their behalf the Pledge Agreements to be executed and delivered by the Borrower and its Subsidiaries party thereto and, as collateral agent subject to the provisions of this Agreement, enforcing the Revolving Lenders' and the Bridge Lenders' rights in respect of the Stock Collateral and the obligations of the Borrower and its Subsidiaries under the Pledge Agreements. Bankers Trust Company hereby accepts such appointment and agrees to act as Collateral Agent hereunder and to enter into and act as Collateral Agent under the Pledge Agreements in accordance with the terms thereof and of this Agreement. B. Each party executing this Agreement which is entitled to give directions to the Collateral Agent agrees that the Collateral Agent may act as Requisite Revolving Lenders or Requisite Bridge Lenders may request (regardless of whether any individual Revolving Lender or Bridge Lender agrees, disagrees or abstains with respect to such request) and that the Collateral Agent shall have no liability for acting in accordance with such request (provided such action does not conflict with the express terms of this Agreement. ). C. The Collateral Agent may resign at any time by giving written notice thereof to request directions from the Trustee and may be removed at any time with Requisite Revolving Lenders or without cause by the Trustee. Prior to the effectiveness of any such resignation or removal, the Trustee shall have the right to appoint a successor Collateral Agent which shall be a commercial bank or trust company organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Trustee's removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Trustee and the Holders of the Secured Notes, appoint a successor Collateral Agent, which shall be a commercial bank or trust company organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such 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 be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit Requisite Bridge Lenders as to any actions taken course of action or omitted other matter relating hereto or to be taken by it while it was Collateral Agent under this Agreementthe Pledge Agreements. Any corporation into which the Collateral Agent Except as otherwise may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.be

Appointment of Collateral Agent. The Trustee (a) Each Noteholder and each Lender hereby appoints the Collateral AgentAgent to act as its agent in connection with the administration of the Collateral. The Collateral Agent shall hold all Collateral for the benefit of the Secured Lender Group. The Collateral Agent may perform any of its functions and duties under this Agreement by or through any agents or any of its directors, officers or employees. In performing any of its functions and duties under this Agreement, the Collateral Agent accepts appointmentshall not be deemed to be acting as a trustee for, as collateral agent under or partner of, the terms Lenders or the Noteholders or to have assumed any relationship of this Agreementagency, trust or partnership with or for any Debtor. The Collateral Agent may resign at any time by giving written notice thereof to all the Trustee and may be removed at any time with or without cause by the Trustee. Prior to the effectiveness of any such resignation or removalLenders, the Trustee Noteholders and the Debtors. Upon such resignation, the Requisite Lenders shall have the right to appoint a successor Collateral Agent which shall be a commercial bank or trust company organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000Agent. If no successor Collateral Agent shall have been so appointed by the Trustee Requisite Lenders, and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent's giving of notice of resignation or the Trustee's removal of the retiring Collateral Agentresignation, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removalmay, on behalf of the Trustee and the Holders of all the Secured NotesParties, appoint a successor Collateral Agent, which shall be a commercial bank or trust company organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such Such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations thereafter under this Agreement. The Collateral Agent shall continue to perform its duties hereunder until a successor Collateral Agent shall have been appointed and accepts such appointment in writing. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agentresignation, the provisions of this Agreement Section 22, including, without limitation, the indemnity provisions of Subsection 22(i) hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. (b) The Collateral Agent makes no representation or warranty with respect to, and assumes no responsibility for (a) the validity, genuineness, legality, enforceability, sufficiency, or due execution of this Security Agreement against the Debtors, (b) the existence or value of any of the Collateral, (c) any representations or warranties made by or on behalf of the Borrowers or the Debtors, (d) any obligations to be performed or observed by the Borrowers or the Debtors under the terms of the Bank Credit Agreement, the Note Purchase Agreement, this Agreement and any other document executed and delivered in connection with any of the foregoing; (e) the collectibility of the Liabilities, or (f) the financial condition of the Borrowers or the Debtors. (c) Each of the Noteholders represents, warrants, and acknowledges that it has independently reviewed and approved all financial and other information necessary to make an independent decision with respect to the Noteholder Liabilities, this Security Agreement, and the creditworthiness of the Borrowers and of the Debtors, and that it did not rely upon any statement or representation by the Collateral Agent or any Lender with respect to Noteholder Liabilities, the Collateral, the Borrowers, the Debtors or otherwise in making any decisions with respect to this Agreement, the Note Purchase Agreement or otherwise. (d) The Collateral Agent shall not collect any payments for the benefit of the Noteholders other than payments received from the disposition of the Collateral except as provided in the Intercreditor Agreement among the Lenders, the Noteholders and the Collateral Agent dated of even date herewith, as the same may be amended or supplemented from time to time the ("Intercreditor Agreement"). (e) The Collateral Agent shall remit to each Lender such Lender's Share (as defined below) and to each Noteholder such Noteholder's Share (as defined below), its ratable percentage of the proceeds received from the distribution of any Collateral without discrimination or preference, with any balance remaining after such distribution among the Lenders and the Noteholders to be distributed to whomever is entitled thereto, or as a court of competent jurisdiction may direct. Any corporation into With respect to each Lender, such Lender's Share means, with respect to any Lender as of any time, the quotient obtained by dividing (i) the sum of the outstanding principal amount of the Bank Liabilities at such time owed to such Lender and such Lender's percentage of the Letters of Credit outstanding under the Bank Credit Agreement, by (ii) the total outstanding Liabilities at such time, and subtracting therefrom, any unpaid amounts owed by such Lender to the Collateral Agent pursuant to subsection (g), (h) or (i) below. With respect to each Noteholder, such Noteholder's Share means the quotient obtained by dividing (A) the outstanding Noteholder Liabilities owed to such Noteholder at such time by (B) the total outstanding Liabilities at such time and subtracting therefrom, any unpaid amounts owed by such Noteholder to the Collateral Agent pursuant to subsection (g), (h) or (i) below. "Bank Liabilities" and "Liabilities" shall include, without limitation, any obligations of the Borrowers pursuant to any Hedge Agreements, as defined in the Bank Credit Agreement. (f) Prior to any remittance thereof to Lenders or the Noteholders, any sums owed to any Lender or Noteholder hereunder shall be held in trust on behalf of such Lender or Noteholder; provided, however, no fiduciary relationship shall thereby be created between the Collateral Agent, and such Lender or Noteholder, and (subject in the case of the Lenders to the Bank Credit Agreement) the Collateral Agent's sole duties and responsibilities to the Lenders or Noteholders with respect to such sums or otherwise shall be as set forth in this Agreement. (g) Each Lender and each Noteholder shall pay to the Collateral Agent, on demand, such Lender's or Noteholder's ratable share of the amount of any and all out-of-pocket expenses or costs (other than ordinary general and administrative expenses normally borne by the Collateral Agent), including, without limitation, attorneys', accountants', examiners', financial advisors', and auditors' fees and expenses and any indemnities (to the extent set forth in clause Subsection 22(h), below, incurred by the Collateral Agent in connection with the enforcement of this Security Agreement or the protection or preservation of the Collateral, for which the Collateral Agent may be mergedis not reimbursed by or on behalf of the Borrowers or the Debtors. For purposes hereof, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a partydeemed not to have been reimbursed by the Borrowers or the Debtors for any of the foregoing if payment of such costs or expenses is not made by or on behalf of the Borrowers or the Debtors upon demand by the Collateral Agent. (h) In the event of the Debtors' failure to pay taxes, assessments, insurance premiums, claims against the Collateral, the Collateral Agent may, but shall not be obligated to, advance amounts necessary to pay the same, and each Lender and each Noteholder shall reimburse Agent for such Lender's or Noteholder's ratable share of the amount thereof on demand. (i) Each Lender, each Noteholder and the Collateral Agent agrees to indemnify the Collateral Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, which may be imposed, incurred by or asserted against the Collateral Agent, in any way relating to or arising out of this Security Agreement, or any action taken or omitted by the Collateral Agent, under or in connection with the foregoing; provided, however, no Lender or Noteholder shall be Collateral Agent under this Agreement without liable for the execution or filing payment of any paper portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or any further act on disbursements resulting from the part Collateral Agent's gross negligence or willful misconduct. The agreements in this Section shall survive repayment of the parties heretoLiabilities and the termination of this Security Agreement.

Appointment of Collateral Agent. The Trustee Pursuant to, and subject to the provisions of, Section 7.12 of the Convertible Note Indenture and of Section 7.12 of the Senior Note Indenture, the Trustees hereby appoints appoint the Collateral Agent, and the Collateral Agent accepts appointment, as collateral agent under the terms of this Security Agreement. The Collateral Agent may resign at any time by giving written notice thereof to the Trustee Trustees and may be removed at any time with or without cause by the TrusteeTrustees acting together. Prior to the effectiveness of any such resignation or removal, the Trustee Trustees acting together shall have the right to appoint a successor Collateral Agent which shall be a commercial bank or trust company organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustee Trustees acting together, and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Trustee's a Trustees' removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Senior Note Trustee, the Holders of the Senior Notes, the Convertible Note Trustee and the Holders of the Secured Convertible Notes, appoint a successor Collateral Agent, which shall be a commercial bank or trust company organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such 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 be discharged from its duties and obligations under this Security Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Security Agreement. Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Security Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

Appointment of Collateral Agent. The Trustee Pursuant to, and subject to the provisions of, Section 7.12 of the Senior Note Indenture and of Section 7.12 of the Convertible Note Indenture, the Trustees hereby appoints appoint the Collateral Agent, and the Collateral Agent accepts appointment, as collateral agent Collateral Agent under the terms of this Security Agreement. The Collateral Agent may resign at any time by giving written notice thereof to the Trustee Trustees and may be removed at any time with or without cause by the TrusteeTrustees acting together. Prior to the effectiveness of any such resignation or removal, the Trustee Trustees acting together shall have the right to appoint a successor Collateral Agent which shall be a commercial bank or trust company organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustee Trustees acting together, and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Trustee's Trustees' removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Senior Note Trustee, the Holders of the Senior Notes, the Convertible Note Trustee and the Holders of the Secured Convertible Notes, appoint a successor Collateral Agent, which shall be a commercial bank or trust company organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such 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 be discharged from its duties and obligations under this Security Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Security Agreement. Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Security Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

Appointment of Collateral Agent. The Trustee hereby appoints the Collateral Agent, and the Collateral Agent accepts appointment, as collateral agent under the terms of this Agreement. The Collateral Agent may resign at any time by giving written notice thereof to the Trustee and may be removed at any time with or without cause by the Trustee, with the consent of the Issuer (not to be unreasonably withheld)unless an Event of Default has occurred and is continuing. Prior to the effectiveness of any such resignation or removal, the Trustee shall have the right to appoint a successor Collateral Agent (with the consent of the Issuer (not to be unreasonably withheld) unless an Event of Default has occurred and is continuing) which shall be a commercial bank or trust company organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Trustee's removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Trustee and the Holders of the Secured Notes, appoint a successor Collateral Agent, which shall be a commercial bank or trust company organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such 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 be discharged from its duties and obligations under this AgreementAgreement other than for existing claims for wilful misconduct, gross negligence or breaches of the relevant agreements. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

Appointment of Collateral Agent. (1) The Trustee hereby appoints the Collateral Agent, and the Collateral Agent accepts appointment, has been appointed as collateral agent under in the Subscription Agreement and shall act in accordance with the terms of this the Subscription Agreement. The Collateral Agent may resign at exercise or refrain from exercising any time by rights (including making demands and giving written notice thereof to notices) and take or refrain from taking any action (including the Trustee release or substitution of the Pledged Collateral), in accordance with this Agreement and the Subscription Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be removed at any time with liable for the negligence or without cause by the Trustee. Prior to the effectiveness misconduct of any such resignation agents or removal, the Trustee shall have the right to appoint attorneys-in-fact selected by it in good faith. The Collateral Agent may resign and a successor Collateral Agent which shall may be a commercial bank or trust company organized or chartered under appointed in the laws manner provided in the Subscription Agreement. On the acceptance of appointment as the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Trustee's removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Trustee and the Holders of the Secured Notes, appoint a successor Collateral Agent, which shall be a commercial bank or trust company organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral AgentAgent under this Agreement, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agentresignation, the provisions of this Agreement hereof 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 Agent. (2) The Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Pledged Collateral in its possession, under this Agreement. Any corporation into which Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent may be mergeddeals with its own property consisting of similar instruments or interests. Neither the Collateral Agent nor any of the Holders shall have responsibility for (i) ascertaining or taking action whatsoever with regard to any Pledged Collateral (including matters relating to the Pledged Securities, whether or with which it may be consolidated, not the Collateral Agent or any corporation resulting from other Holder has or is deemed to have knowledge of such matters; or (ii) taking any merger or consolidation necessary steps to which the preserve rights against any Person with respect to any Pledged Collateral. (3) The Collateral Agent shall be a partyentitled to rely upon any written notice, shall statement, certificate, order or other document or any telephone message believed by it to be Collateral Agent under genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement without the execution or filing of any paper or any further act on the part of the parties heretoand its duties hereunder.

Appointment of Collateral Agent. The Trustee (a) Each Revolving Secured Party hereby appoints confirms the appointment of GECC as the Revolving Collateral AgentAgent under the Revolving Credit Agreement and authorizes the Revolving Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the other Revolving Collateral Documents and the Revolving Credit Agreement as are delegated to the Revolving Collateral Agent under such documents and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Revolving Secured Party hereby authorizes the Revolving Collateral Agent to execute and deliver, and to perform its obligations under, each of the Revolving Collateral Documents and the Revolving Credit Agreement to which the Revolving Collateral Agent accepts appointmentis a party, as collateral agent under to exercise all rights, powers and remedies that the terms of this Agreement. The Revolving Collateral Agent may resign at any time by giving written notice thereof have under such documents and to act as agent for the Trustee and may be removed at any time with or without cause by Revolving Secured Parties under such Revolving Collateral Documents. (b) Each Term Loan Secured Party hereby confirms the Trustee. Prior to appointment of GECC as the effectiveness of any such resignation or removal, the Trustee shall have the right to appoint a successor Term Loan Collateral Agent which shall be a commercial bank or trust company organized or chartered under the laws of Term Loan Credit Agreement and authorizes the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Term Loan Collateral Agent shall have been so appointed by the Trustee to take such action as agent on its behalf and shall have accepted to exercise such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Trustee's removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Trustee and the Holders of the Secured Notes, appoint a successor Collateral Agent, which shall be a commercial bank or trust company organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such 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 be discharged from its duties and obligations powers under this Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this other Term Loan Collateral Documents and the Term Loan Credit Agreement shall inure as are delegated to its benefit as to any actions taken or omitted to be taken by it while it was the Term Loan Collateral Agent under this Agreementsuch documents and to exercise such powers as are reasonably incidental thereto. Any corporation into Without limiting the foregoing, each Term Loan Secured Party hereby authorizes the Term Loan Collateral Agent to execute and deliver, and to perform its obligations under, each of the Term Loan Collateral Documents and the Term Loan Credit Agreement to which the Term Loan Collateral Agent is a party, to exercise all rights, powers and remedies that the Term Loan Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation have under such documents and to which act as agent for the Term Loan Secured Parties under such Term Loan Collateral Agent shall be a party, shall be Collateral Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties heretoDocuments.