Common use of Replacement of Collateral Agent Clause in Contracts

Replacement of Collateral Agent. The Collateral Agent may resign at any time by so notifying the Company. The Majority Holders may remove Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent and may appoint a successor Collateral Agent. The Company shall remove Collateral Agent if: (a) the Collateral Agent is adjudged bankrupt or insolvent; (b) a receiver or other public officer takes charge of the Collateral Agent or its property; or (c) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Company shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Replacement of Collateral Agent. (a) The Collateral Agent may resign at any time by so notifying the CompanyIssuer in writing not less than 45 days prior to the effective date of such resignation. The Majority Holders of a majority of the principal amount of the Notes then outstanding may remove the Collateral Agent with respect to the Securities by so notifying with 31 the removed Collateral Agent in writing not less than 30 days prior notice to the Collateral Agent effective date of such removal and may appoint a successor Collateral AgentAgent with the Issuer’s written consent. The Company shall remove Collateral Agent ifIf: (ai) the The Collateral Agent is shall cease to be eligible in accordance with the provisions of Section 6.09 of the Base Indenture and shall fail to resign after written request therefor by the Issuer or by any Holder, (ii) The Collateral Agent shall become incapable of acting, or shall be adjudged a bankrupt or insolvent; (b) , or a receiver or other public officer takes charge of the Collateral Agent or of its propertyproperty shall be appointed, or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (ciii) the Collateral Agent otherwise becomes incapable of acting. If acting then, the Issuer may by a Board Resolution remove the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agentcollateral agent by written instrument, or if a vacancy exists in duplicate, executed by order of the office Board of Collateral Agent for any reason (Directors, one copy of which instrument shall be delivered to the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Company shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent so removed and to the Company. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent one copy to the successor Collateral Agent. If collateral agent, or, subject to the provisions of Section 6.12, any Holder who has been a successor Collateral Agent does not take office within 30 days after bona fide holder of a Note or Notes for at least six months (or since the retiring Collateral Agent resigns or is removeddate of this Indenture) may, on behalf of itself and all others similarly situated, petition, at the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition Issuer’s expense, any court of competent jurisdiction for the removal of the Collateral Agent and the appointment of a successor Collateral Agent. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Collateral Agent and appoint a successor Collateral Agent. (b) If the Collateral Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Collateral Agent.

Replacement of Collateral Agent. The Collateral Agent may resign at any time by so notifying the Company. The Majority Holders of a majority in principal amount of the Securities may remove Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent and may appoint a successor Collateral Agent. The Company shall remove Collateral Agent if: (a1) the Collateral Agent is adjudged bankrupt or insolvent; (b2) a receiver or other public officer takes charge of the Collateral Agent or its property; or (c3) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Company shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 2010% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Replacement of Collateral Agent. (A) The Collateral Agent may resign at any time by so notifying the CompanyCompany in writing not less than 45 days prior to the effective date of such resignation. The Majority Required Holders may remove the Collateral Agent with respect to the Securities by so notifying with 31 the removed Collateral Agent in writing not less than 45 days prior notice to the Collateral Agent effective date of such removal and may appoint a successor Collateral AgentAgent with the Company’s written consent. The Company shall remove Collateral Agent ifIf: (ai) the The Collateral Agent is shall cease to be eligible in accordance with the provisions of Section 10.07 and shall fail to resign after written request therefor by the Company or by any Holder, (ii) The Collateral Agent shall become incapable of acting, or shall be adjudged a bankrupt or insolvent; (b) , or a receiver or other public officer takes charge of the Collateral Agent or of its propertyproperty shall be appointed, or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (ciii) the Collateral Agent otherwise becomes incapable of acting. If acting then, the Company may by a resolution of the Board of Directors remove the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agentcollateral agent by written instrument, or if a vacancy exists in duplicate, executed by order of the office Board of Collateral Agent for any reason (Directors, one copy of which instrument shall be delivered to the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Company shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent so removed and to the Company. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent one copy to the successor Collateral Agent. If collateral agent, or, subject to the provisions of Section 12.11, any Holder who has been a successor Collateral Agent does not take office within 30 days after bona fide holder of a Note or Notes for at least six months (or since the retiring Collateral Agent resigns or is removeddate of this Indenture) may, on behalf of itself and all others similarly situated, petition, at the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition Company’s expense, any court of competent jurisdiction for the removal of the Collateral Agent and the appointment of a successor Collateral Agent. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Collateral Agent and appoint a successor Collateral Agent. (B) Any corporation or other entity into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of the Collateral Agent (including the administration of this Indenture) shall be the successor to the Collateral Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto.

Replacement of Collateral Agent. (i) The Collateral Agent may resign at any time by so notifying the Company. The Majority Holders may remove Collateral Agent with respect to the Securities by so notifying with 31 days prior written notice to the Company. (ii) The Holders of a majority in principal amount of the outstanding Notes may remove the Collateral Agent and may without cause by written notice to the Trustee; provided that they concurrently appoint a successor Collateral Agent. . (iii) The Company shall may remove the Collateral Agent by Company Order if: : (aA) the Collateral Agent is adjudged bankrupt or insolvent; ; (bB) a receiver or other public officer takes charge of the Collateral Agent or its property; or or (cC) the Collateral Agent otherwise becomes incapable of acting. A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent will become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this Section. (b) If the Collateral Agent has been removed by the Holders, Holders of a majority in principal amount of the Notes may appoint a successor Trustee with the consent of the Company. Otherwise, if the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agentremoved, or if a vacancy exists in the office of the Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent)reason, the Company shall will promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral AgentTrustee. If a the successor Collateral Agent does not take office deliver its written acceptance within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent Agent, the Company or the Holders of 20% a majority in principal amount of the Securities outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (c) Upon delivery by the successor Collateral Agent of a written acceptance of its appointment to the retiring Collateral Agent and to the Company, (i) the retiring Collateral Agent will transfer all property held by it as Collateral Agent to the successor Collateral Agent, (ii) the resignation or removal of the retiring Collateral Agent will become effective, and (iii) the successor Collateral Agent will have all the rights, powers and duties of the Collateral Agent under the Indenture. Upon request of any successor Collateral Agent, the Company will execute any and all instruments for fully and vesting in and confirming to the successor Collateral Agent all such rights, powers and trusts, and all agreements, instruments or other documents, including any amendments, modifications or supplements to the existing Security Documents. (d) The retiring Collateral Agent will promptly deliver any share certificates, Promissory Notes, endorsements or other instruments of transfer and any other document or records relating to the Collateral to the successor Collateral Agent. (e) The Company will give notice of any resignation and any removal of the Collateral Agent and each appointment of a successor Collateral Agent to all Holders, and include in the notice the name of the successor Collateral Agent and the address of its Corporate Trust Office.

Replacement of Collateral Agent. The In addition to its rights under Section 10.9, the Collateral Agent may resign at any time as Collateral Agent upon not less than 30 days’ written notice to the Trustee (with a copy to the Corporation), such resignation to take effect upon the acceptance by so notifying a successor Collateral Agent of its appointment as the CompanyCollateral Agent hereunder. The Majority Holders In addition, the Trustee may remove the Collateral Agent Agent, with respect to the Securities or without cause, each by so notifying with 31 days prior giving written notice thereof to the Collateral Agent and may (with a copy to the Corporation). Upon any such resignation or removal, the Trustee shall have the right to appoint a successor Collateral Agent. The Company Agent which meets the eligibility requirements of Section 10.18, provided that if no Default or Event of Default has occurred and is continuing, such appointment shall remove Collateral Agent if: (a) not be effective without the Collateral Agent is adjudged bankrupt or insolvent; (b) a receiver or other public officer takes charge prior written consent of the Collateral Agent Corporation, such consent not to be unreasonably withheld, conditional or its property; or (c) the Collateral Agent otherwise becomes incapable of actingdelayed. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Company shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the no successor Collateral Agent shall have all the rights, powers been so appointed and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office have accepted such appointment in writing within 30 days after the retiring Collateral Agent resigns Agent’s giving of notice of resignation or is removedits removal, then the retiring Collateral Agent or the Holders of 20% in principal amount may, on behalf of the Securities may petition any Trustee, apply to a court of competent jurisdiction for the appointment of a successor Collateral Agent, and the Corporation agrees to pay such reasonable fees and expenses of any such appointee as shall be necessary to induce such appointee to agree to become a successor Collateral Agent hereunder. Upon acceptance of appointment as Collateral Agent, such successor shall thereupon and forthwith succeed to and become vested with all the rights, powers and privileges, immunities and duties of the retiring Collateral Agent, and the retiring Collateral Agent, upon the signing, transferring and setting over to such successor Collateral Agent all rights, moneys and other collateral held by it in its capacity as Collateral Agent, shall be discharged and released from its duties and obligations hereunder and under the Security Documents and, except for the immediately following sentence, no longer be entitled to the benefits of a Collateral Agent hereunder and under the Security Documents. After any retiring Collateral Agent’s resignation or removal as Collateral Agent, the provisions of this Article 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it acted as Collateral Agent. Notwithstanding the resignation or removal of the Collateral Agent for any reason, the Collateral Agent shall remain entitled to and be paid all fees and be reimbursed for all expenses and disbursements (to the extent such fees, expenses and disbursements were earned or incurred on or prior to such resignation or removal) and be entitled to all indemnities that such Collateral Agent would otherwise have been duly entitled to pursuant to this Indenture if not for such resignation or removal.

Replacement of Collateral Agent. A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent shall become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this SECTION 11.1(e). The Collateral Agent may resign in writing at any time by so notifying the Company. The Majority Holders may remove Collateral Agent with respect to Issuers, the Securities by so notifying with 31 days prior notice to the Collateral Agent Trustee and may appoint a successor Collateral each Additional Pari Passu Agent. The Company shall Issuers may remove the Collateral Agent if: (ai) the Collateral Agent is removed as Trustee under the Indenture; (ii) the Collateral Agent fails to comply with SECTION 11.1(g) hereof; (iii) the Collateral Agent is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Collateral Agent under the Bankruptcy Code; (biv) a receiver custodian or other public officer takes charge of the Collateral Agent or its property; or (cv) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (reason, the Issuers shall promptly appoint a successor Collateral Agent which complies with any eligibility requirements contained in such event being referred to herein as the Indenture and each Permitted Additional Pari Passu Lien Agreement. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent), Tops Markets or the Company shall promptly appoint holders of at least 10% in principal amount of the then outstanding principal amount of Secured Obligations may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the CompanyIssuer. Thereupon Thereupon, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and the duties of the Collateral Agent under this IndentureAgreement and the other Security Documents. The successor Collateral Agent shall mail a notice of its succession to Holders of the SecuritiesTrustee and each Additional Pari Passu Agent. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Replacement of Collateral Agent. (a) The Collateral Agent may resign at any time by so notifying the CompanyCompany in writing not less than 45 days prior to the effective date of such resignation. The Majority Holders of a majority of the principal amount of the Notes then outstanding may remove the Collateral Agent with respect to the Securities by so notifying with 31 the removed Collateral Agent in writing not less than 30 days prior notice to the Collateral Agent effective date of such removal and may appoint a successor Collateral AgentAgent with the Company’s written consent. The Company shall remove Collateral Agent ifIf: (ai) the Collateral Agent is shall cease to be eligible in accordance with the provisions of Section 7.08 and shall fail to resign after written request therefor by the Company or by any such Holder, (ii) the Collateral Agent shall become incapable of acting, or shall be adjudged a bankrupt or insolvent; (b) , or a receiver or other public officer takes charge of the Collateral Agent or of its property; property shall be appointed, or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (ciii) the Collateral Agent otherwise becomes incapable of acting. If , then, the Company may by a Board Resolution remove the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agentcollateral agent by written instrument, or if a vacancy exists in duplicate, executed by order of the office Board of Collateral Agent for any reason (Directors, one copy of which instrument shall be delivered to the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Company shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent so removed and to the Company. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent one copy to the successor Collateral Agent. If collateral agent, or, subject to the provisions of Section 6.11, any Holder who has been a successor Collateral Agent does not take office within 30 days after bona fide holder of a Note or Notes for at least six months (or since the retiring Collateral Agent resigns date of this Indenture) may, on behalf of himself or is removedherself and all others similarly situated, petition, at the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition Company’s expense, any court of competent jurisdiction for the removal of the Collateral Agent and the appointment of a successor collateral agent. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Collateral AgentAgent and appoint a successor collateral agent.

Replacement of Collateral Agent. The Collateral Agent may resign at any time by so notifying the Company. The Majority Holders of a majority in principal amount of the Securities may remove Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent and may appoint a successor Collateral Agent. The Company shall remove Collateral Agent if: (a1) the Collateral Agent is adjudged bankrupt or insolvent; (b2) a receiver or other public officer takes charge of the Collateral Agent or its property; or (c3) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Company shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent (at the Company’s expense) or the Holders of 2010% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. The parties hereto acknowledge and agree that, for purposes of a Dutch Security Document, any resignation or removal by the Collateral Agent is not effective with respect to its rights and obligations under the Parallel Debt until such rights and obligations have been assigned to and assumed by a successor Collateral Agent. The retiring Collateral Agent will reasonably cooperate in assigning its rights under the Parallel Debt to any such successor Collateral Agent and will reasonably cooperate in transferring all rights under any Dutch Security Document to such successor Collateral Agent.

Replacement of Collateral Agent. (a) The Collateral Agent may resign at any time by so notifying the Company, in writing, at least 30 days prior to the proposed resignation. The Majority Holders of a majority in aggregate principal amount of then outstanding Notes may remove Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent and may appoint a successor by notifying the Collateral Agent, in writing, at least 30 days prior to the proposed removal. The Prior to the occurrence of an Event of Default, the Company shall may remove the Collateral Agent if: (ai) the Collateral Agent is adjudged bankrupt or insolvent; (bii) a receiver or other public officer takes charge of the Collateral Agent or its property; or (ciii) the Collateral Agent otherwise becomes incapable of acting. . (b) If the Collateral Agent resigns or resigns, is removed by the Company, Company or is removed by the Majority Holders and such Holders do not reasonably promptly appoint of a successor Collateral Agentmajority in aggregate principal amount of the Notes then outstanding, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), then prior to an Event of Default, the Company shall will promptly appoint a successor Collateral Agent. , and, after the occurrence of an Event of Default, Holders of a majority in aggregate principal amount of then outstanding Notes may appoint a successor. (c) A successor Collateral Agent shall will deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon Thereupon, the resignation or removal of the retiring Collateral Agent shall will become effective, and the successor Collateral Agent shall will have all the rights, powers and duties of the Collateral Agent under this IndentureIndenture and the other Note Documents. The successor Collateral Agent shall mail will send a notice of its succession to Holders of the SecuritiesHolders. The retiring Collateral Agent shall will, upon payment of all of its costs and the costs of its agents and counsel, promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. , subject to the lien provided for in connection with the payment obligations of the Company to the Collateral Agent. (d) If a successor Collateral Agent does not take office within 30 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent Agent, the Company or the Holders of 20at least 10% in of the aggregate principal amount of the Securities Notes then outstanding may petition petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Collateral Agent. (e) Notwithstanding the replacement of the Collateral Agent, the Company’s payment obligations, including with respect to indemnification obligations, to the Collateral Agent under the Note Documents will continue for the benefit of the retiring Collateral Agent.

Replacement of Collateral Agent. The Collateral Agent may resign at any time by so notifying the Company. The Majority Holders may remove Collateral Agent resign, be removed and be replaced in accordance with respect Section 7.09 as though references to the Securities by so notifying with 31 days prior notice Trustee therein were references to the Collateral Agent and may appoint a successor Collateral Agent. The Company Any successor collateral agent appointed as provided in this section shall remove Collateral Agent if: (a) the Collateral Agent is adjudged bankrupt or insolvent; (b) a receiver or other public officer takes charge of the Collateral Agent or its property; or (c) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Companyexecute, or is removed by the Majority Holders acknowledge and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred deliver to herein as the retiring Collateral Agent), the Company shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon its predecessor collateral agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the retiring Collateral Agent predecessor collateral agent shall become effectiveeffective and such successor collateral agent, and the successor Collateral Agent without any further act, deed or conveyance, shall have become vested with all the rights, powers powers, duties and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice obligations of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it predecessor hereunder, with like effect as if originally named as Collateral Agent herein; but, nevertheless, on the written request of the Company or of the successor collateral agent, the collateral agent ceasing to act shall, at the expense of the Company and subject to payment of any amounts then due pursuant to the provisions of Section 7.06, execute and deliver an instrument transferring to such successor Collateral Agentcollateral agent all the rights and powers of the trustee so ceasing to act. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removedUpon request of any such collateral agent, the retiring Collateral Agent Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor collateral agent all such rights and powers. Any collateral agent ceasing to act shall, nevertheless, retain a senior lien to which the Notes are hereby made subordinate on all money or property held or collected by such collateral agent as such, except for funds held in trust for the benefit of Holders of 20% in principal amount particular Notes, to secure any amounts then due it pursuant to the provisions of Section 7.06. No successor collateral agent shall accept appointment unless at the Securities may petition any court time of competent jurisdiction for such acceptance, such successor collateral agent shall be eligible under the appointment provisions of a successor Collateral AgentSection 7.

Replacement of Collateral Agent. The Collateral Agent may resign at any time by so notifying the CompanyIssuer and the Guarantors in writing. The Majority Holders of a majority in aggregate principal amount of the then outstanding Notes may remove Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent by notifying the Issuer and the removed Collateral Agent in writing upon 30 days' notice and may appoint a successor Collateral AgentAgent with, unless there is a Default or an Event of Default, the Issuer's written consent, which consent shall not be unreasonably withheld. The Company shall Issuer may remove the Collateral Agent at its election if: (a1) the Collateral Agent is adjudged a bankrupt or insolventinsolvent or an order of relief is entered with respect to the Collateral Agent under any Bankruptcy Law; (b2) a receiver or other public officer takes charge of the Collateral Agent or its property; or (c3) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by removed, the Company, or is removed by the Majority Holders and such Holders do not reasonably Issuer shall promptly appoint a successor Collateral Agent, or if . If a vacancy exists in the office of Collateral Agent for any reason is removed with or without cause, all fees and expenses (including the reasonable fees and expenses of counsel) of the Collateral Agent incurred in such event being referred performing the duties hereunder shall be paid to herein as the Collateral Agent to the extent provided in this Indenture. If a successor Collateral Agent does not take office within 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent), the Company shall promptly appoint Issuer or the Holders of at least 10% in aggregate principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the CompanyIssuer. Thereupon Immediately following such delivery, the retiring Collateral Agent shall transfer all property held by it as Collateral Agent to the successor Collateral Agent, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this IndentureIndenture and the Security Documents. The A successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agenteach Holder.

Replacement of Collateral Agent. (a) No resignation or removal of the Collateral Agent and no appointment of a successor Collateral Agent pursuant to this Section 6.07 shall become effective until the acceptance of appointment by the successor Collateral Agent in accordance with the requirements of this Section 6.07. (b) The Collateral Agent may resign at any time by so notifying giving written notice thereof to the Company, the Guarantors and the Trustee (if the Trustee is not the Collateral Agent). The Majority Holders may remove If an instrument of acceptance by a successor Collateral Agent with respect shall not have been delivered to the Securities Collateral Agent within 30 days after the giving of such notice of resignation, the resigning Collateral Agent may petition, at the expense of the Company and the Guarantors, any court of competent jurisdiction for the appointment of a successor Collateral Agent. (c) The Collateral Agent may be removed at any time by so notifying with 31 days prior notice Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Collateral Agent and to the Company and the Guarantors. If an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within 30 days after the delivery of such Act to the Collateral Agent, the Collateral Agent may appoint petition, at the expense of the Company and the Guarantors, any court of competent jurisdiction for the appointment of a successor Collateral Agent. The Company shall remove Collateral Agent if:. (ad) If at any time the Collateral Agent is shall become incapable of acting or shall be adjudged a bankrupt or insolvent; (b) insolvent or a receiver or other public officer takes charge of the Collateral Agent or of its property; or property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (ci) the Company by or pursuant to a Board Resolution may remove the Collateral Agent otherwise becomes incapable and appoint a successor Collateral Agent or (ii) any Holder of acting. a Note who has been a bona fide Holder of a Note for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Collateral Agent and the appointment of a successor Collateral Agent. (e) If the Collateral Agent resigns shall resign, be removed or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agentbecome incapable of acting, or if a vacancy exists shall occur in the office of the Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent)cause, the Company Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Collateral Agent. A If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Collateral Agent shall deliver be appointed by Act of the Holders of a written majority in principal amount of the Outstanding Notes delivered to the Company and the Guarantors and the retiring Collateral Agent, the successor Collateral Agent so appointed shall, forthwith upon its acceptance of its appointment to such appointment, become the retiring successor Collateral Agent and to that extent supersede the successor Collateral Agent appointed by the Company. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the If no successor Collateral Agent shall have all been so appointed by the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent Company or the Holders of 20% Notes and accepted appointment in principal amount the manner hereinafter provided, any Holder of the Securities may a Note who has been a bona fide Holder of a Note for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (f) The Company shall give notice of each resignation and each removal of the Collateral Agent and each appointment of a successor Collateral Agent in the manner provided for notices to the Holders of Notes in Section 106 of the Base Indenture. Each notice shall include the name of the successor Collateral Agent and the address of its principal office. (g) In case of the appointment hereunder of a successor Collateral Agent, such successor Collateral Agent shall execute, acknowledge and deliver to the Company and the Guarantors and to the retiring Collateral Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Collateral Agent; but, on request of the Company, any Guarantor or the successor Collateral Agent, such retiring Collateral Agent shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Collateral Agent all the rights, powers and trusts of the retiring Collateral Agent, and shall duly assign, transfer and deliver to such successor Collateral Agent all property and money held by such retiring Collateral Agent under the Indenture, subject nevertheless to any lien and claim such Collateral Agent may have under the Indenture. (h) Upon request of any such successor Collateral Agent, the Company, the Guarantors and the Trustee shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Collateral Agent all such rights, powers and trusts referred to in paragraph (g) of this Section. (i) Any corporation into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Collateral Agent, shall be the successor of the Collateral Agent hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

Replacement of Collateral Agent. (a) A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent shall become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this Section 8.6. The Collateral Agent may resign in writing at any time by so notifying the Company. The Majority Holders may remove Collateral Agent with respect to Company and the Securities by so notifying with 31 days prior notice to the Collateral Agent and may appoint a successor Collateral AgentTrustee. The Company shall may remove the Collateral Agent if: (ai) the Collateral Agent is removed as Trustee under the Indenture; (ii) the Collateral Agent fails to comply with Section 8.2 hereof; (iii) the Collateral Agent is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Collateral Agent under the Bankruptcy Code; (biv) a receiver custodian or other public officer takes charge of the Collateral Agent or its property; or (cv) in the reasonable discretion of the Company, the Collateral Agent otherwise becomes incapable of acting. . (b) If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of the Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent)reason, the Company shall promptly appoint a successor Collateral Agent which complies with any eligibility requirements contained in the Indenture. (c) If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent. , the Company or the holders of at least 10% in principal amount of the then outstanding principal amount of Secured Obligations may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (d) A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon Thereupon, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and the duties of the Collateral Agent under this IndentureAgreement and the other Collateral Documents. The successor Collateral Agent shall mail a notice of its succession to Holders of the SecuritiesTrustee. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. , subject to its right to receive payments due and owing to it. (e) If U.S. Bank National Association is removed or resigns as Trustee and as Collateral Agent, such resignation or removal shall only become effective upon both a successor Trustee and Collateral Agent does not take office within 30 days after being appointed hereunder and under the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral AgentIndenture.

Replacement of Collateral Agent. The Collateral Agent may resign at any time by providing the Company with at least 30 days’ prior written notice of such resignation. The Holders of a majority in principal amount of the Notes may remove the Collateral Agent by so notifying the Company. The Majority Holders may remove Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to Company and the Collateral Agent in writing and may appoint a successor Collateral Agent. The Company shall remove the Collateral Agent if: (ai) the Collateral Agent is adjudged bankrupt or insolvent; (bii) a receiver or other public officer takes charge of the Collateral Agent or its property; or (ciii) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Company, Company or is removed by the Majority Holders of a majority in principal amount of the Notes and (in the case of a removal by the Holders) such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of the Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Company shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent Trustee shall mail a notice of its such succession to Holders of the SecuritiesHolders. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent, subject to the lien provided for in Section 7.6. If a successor Collateral Agent does not take office within 30 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20at least 10% in principal amount of the Securities Notes may petition petition, at the Company’s expense, any court of competent jurisdiction for the appointment of a successor Collateral Agent. Notwithstanding the replacement of the Collateral Agent pursuant to this Section 7.7, the Company’s obligations under Section 7.6 shall continue for the benefit of the retiring Collateral Agent.

Replacement of Collateral Agent. (a) . (a) A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent shall become effective only upon the successor Collateral Agent's acceptance of appointment as provided in this Section 6.6. (b) The Collateral Agent may resign in writing at any time and be discharged from the trust hereby created by so notifying the Trustee and the Company. The Majority Holders Trustee may remove the Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent and may appoint a successor Collateral Agent. The the Company shall remove Collateral Agent if: (a) the Collateral Agent is adjudged bankrupt or insolvent; (b) a receiver or other public officer takes charge of the Collateral Agent or its property; orin writing. (c) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (reason, the Trustee shall promptly appoint a successor Collateral Agent in such event being referred (which may be the Trustee, unless the Trustee has resigned or has been removed pursuant to herein as Section 7.08 of the Indenture). (d) If a successor Collateral Agent does not take office within 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent), the Company shall promptly appoint Trustee, the Company, or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent Agent, the Trustee and to the Company. Thereupon Thereupon, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Agreement, the other Security Documents and the Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all Collateral and other property held by it as Collateral Agent to the successor Collateral Agent, provided that all sums owing to the Collateral Agent hereunder have been paid and subject to the Lien provided for in Section 7.4 hereof. If a Notwithstanding replacement of the Collateral Agent pursuant to this Section 6.6, the Grantors' obligations under Section 7.4 hereof shall continue for the benefit of the retiring Collateral Agent. The Grantors shall take such actions as are necessary or desirable, in the opinion of counsel to the successor Collateral Agent does not take office within 30 days after to maintain the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% in principal amount perfection of the Securities may petition any court Liens created by the Security Documents, all at the expense of competent jurisdiction for the appointment of a successor Collateral AgentGrantors.

Replacement of Collateral Agent. The Collateral Agent may resign at any time by so notifying giving 30 days' notice thereof to the Company. The Majority Holders may remove If an instrument of acceptance by a successor Collateral Agent with respect to the Securities by so notifying with 31 days prior notice shall not have been delivered to the Collateral Agent and within 30 days after the giving of such notice of resignation, the resigning Collateral Agent may appoint petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Collateral Agent. The Holders of a majority in principal amount of the Notes may remove the Collateral Agent by so notifying the removed Collateral Agent in the Event of Default under this Agreement. The Company shall or the Holders of a majority in principal amount of the Notes may appoint a successor Collateral Agent with the Company’s consent at any time with 30 days’ - notice delivered to the Collateral Agent and the Company; provided, however, that no Event of Default has occurred and is continuing. The Company may remove the Collateral Agent if: (a) the Collateral Agent fails to comply with Section 7.01 of this Agreement; (b) the Collateral Agent is adjudged a bankrupt or an insolvent; (bc) a receiver or other public officer takes charge of the Collateral Agent or its property; (d) the Company elects to appoint a successor Collateral Agent, provided such replacement Collateral Agent is qualified to serve in such capacity; or (ce) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent)reason, the Company shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon Immediately after that, the retiring Collateral Agent shall transfer all property held by it as Collateral Agent to the successor Collateral Agent, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this IndentureAgreement. The Upon request of any such successor Collateral Agent, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Collateral Agent shall mail a notice of its succession to Holders of the Securitiesall such estates, properties, rights, powers and trusts. The retiring Collateral Agent shall promptly transfer all property held by it as cause notice of each resignation and each removal of the Collateral Agent and each appointment of a successor Collateral Agent to be mailed by first-class mail, postage prepaid, to the Holders. Each notice shall include the name of the successor Collateral Agent and the address of the successor Collateral Agent. A successor Collateral Agent shall give notice of its succession to each Holder as provided in Section 10.02 of this Agreement. Any sums owing to the Collateral Agent or any successor Collateral Agent shall continue to be an obligation of the Company after replacement of such Collateral Agent. If a successor Collateral Xxxxxxxxxx Agent does not take office within 30 sixty (60) days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent Agent, the Company or the Holders of 20% a majority in principal amount of the Securities Notes may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.. If the Collateral Agent fails to comply with Article VII of this Agreement, any Registered Note Holder may petition any court of competent jurisdiction for the removal of the Collateral Agent and the appointment of a successor Collateral Agent. -

Replacement of Collateral Agent. A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent shall become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this Section 10(e). The Collateral Agent may resign in writing at any time by so notifying the Company. The Majority Holders may remove Collateral Agent with respect to , the Securities by so notifying with 31 days prior notice to the Collateral Agent Trustee and may appoint a successor Collateral each Additional Pari Passu Agent. The Company shall may remove the Collateral Agent if: (ai) the Collateral Agent is removed as Trustee under the Indenture; (ii) the Collateral Agent fails to comply with Section 10(g) hereof; (iii) the Collateral Agent is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Collateral Agent under the Bankruptcy Code; (biv) a receiver custodian or other public officer takes charge of the Collateral Agent or its property; or (cv) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent)reason, the Company shall promptly appoint a successor Collateral Agent which complies with the eligibility requirements contained in the Indenture and each Additional Pari Passu Agreement. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent, the Company or the holders of at least 10% in principal amount of the then outstanding principal amount of Secured Obligations may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon Thereupon, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and the duties of the Collateral Agent under this IndentureAgreement and the other Security Documents. The successor Collateral Agent shall mail a notice of its succession to Holders of the SecuritiesTrustee and each Additional Pari Passu Agent. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Replacement of Collateral Agent. The Collateral Agent may resign at any time by so notifying the CompanyIssuers and the Guarantors in writing. The Majority Holders of a majority in aggregate principal amount of the then outstanding Notes may remove Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent by notifying the Issuers and the removed Collateral Agent in writing upon 30 days’ notice and may appoint a successor Collateral AgentAgent with, unless there is a Default or an Event of Default, the Issuers’ written consent, which consent shall not be unreasonably withheld. The Company shall Issuers may remove the Collateral Agent at their election if: (a1) the Collateral Agent is adjudged a bankrupt or insolventinsolvent or an order of relief is entered with respect to the Collateral Agent under any Bankruptcy Law; (b2) a receiver or other public officer takes charge of the Collateral Agent or its property; or (c3) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by removed, the Company, or is removed by the Majority Holders and such Holders do not reasonably Issuers shall promptly appoint a successor Collateral Agent, or if . If a vacancy exists in the office of Collateral Agent for any reason is removed with or without cause, all fees and expenses (including the reasonable fees and expenses of counsel) of the Collateral Agent incurred in such event being referred performing the duties hereunder shall be paid to herein as the Collateral Agent to the extent provided in this Indenture. If a successor Collateral Agent does not take office within 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent), the Company shall promptly appoint Issuers or the Holders of at least 10% in aggregate principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the CompanyIssuers. Thereupon Immediately following such delivery, the retiring Collateral Agent shall transfer all property held by it as Collateral Agent to the successor Collateral Agent, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture, the Security Documents and the Intercreditor Agreement. The A successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agenteach Holder.

Replacement of Collateral Agent. A resignation or removal of the Trustee, or its successor, as Collateral Agent and appointment of a successor Collateral Agent shall become effective only upon the successor Collateral Agent's acceptance of appointment as provided in this Section. The Collateral Agent may resign in writing at any time and be discharged from its duties hereby created by so notifying the Company. The Majority Holders of a majority in principal amount of the then Outstanding Notes may remove the Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent and may appoint a successor Collateral Agentthe Company in writing. The Company shall may remove the Collateral Agent if: (a) the Collateral Agent is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Collateral Agent under any Bankruptcy Law; (b) a custodian, receiver or other public officer takes charge of the Collateral Agent or its propertyproperty for the purpose of rehabilitation, conversion or liquidation; or (c) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent)reason, the Company shall promptly appoint a successor Collateral Agent. Within one year after the date on which the successor Collateral Agent takes office, the Holders of a majority in principal amount of the then Outstanding Notes may appoint a successor Collateral Agent to replace the successor Collateral Agent appointed by the Company. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent, the Company or the Holders of at least 10% in principal amount of the then Outstanding Notes may petition any court of competent jurisdiction, in the case of the Collateral Agent, at the expense of the Company, for the appointment of a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon Thereupon, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent Company shall mail a notice of its succession to Holders of the SecuritiesNotes. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor ; provided all sums owing to the Collateral Agent does not take office within 30 days after hereunder have been paid. Notwithstanding replacement of the Collateral Agent pursuant to this Section 7.12, the Company's obligations hereunder shall continue for the benefit of the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Replacement of Collateral Agent. The (i) A Collateral Agent may resign at any time by so notifying providing the Company. Issuer or the Company not less than thirty (30) days’ prior written notice. (ii) The Majority Holders holders of more than fifty percent (50%) in principal amount of the outstanding Notes may remove a Collateral Agent with respect to the Securities by so notifying with 31 days prior written notice to the such Collateral Agent Agent. A resignation or removal of such Collateral Agent, and may appoint appointment of a successor Collateral Agent. The Company shall remove , will become effective only upon the successor Collateral Agent if: (a) the Collateral Agent is adjudged bankrupt or insolvent;Agent’s acceptance of appointment as provided in this Section 11.4. (b) If a receiver or other public officer takes charge of the Collateral Agent or its property; or (c) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Companyholders of a majority in principal amount of the outstanding Notes for any reason, or is removed each of the Issuer and the Guarantors undertakes that it will use its best endeavors to procure the appointment of a successor Collateral Agent (with the approval by the Majority Holders holders of a majority in principal amount of the Notes then outstanding) as soon as reasonably practicable thereafter, and in any event within thirty (30) days of the date of such Holders do not reasonably promptly notice. (c) If, in such circumstances, no appointment of such successor Collateral Agent has become effective within thirty (30) days of the date of such notice, the Trustee shall be entitled to appoint a successor Collateral Agent or petition any court of competent jurisdiction to appoint a successor Collateral Agent; provided that the Trustee has notified the Issuer and the Guarantors prior to it doing so. If such petition is granted, or if a vacancy exists the Trustee shall notify all parties in writing of the office resignation of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as Agent. (d) Upon notice by the retiring Collateral Agent), the Company shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver of a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon Trustee and upon the successor Collateral Agent executing a supplemental indenture to this Indenture to become a party to this Indenture, (i) the retiring Collateral Agent will transfer all Collateral held by it to the successor Collateral Agent, (ii) the resignation or removal of the retiring Collateral Agent shall will become effective, effective and (iii) the successor Collateral Agent shall will have all the rights, powers and duties of the retiring Collateral Agent under this IndentureIndenture and the Security Documents. The Upon request of any successor Collateral Agent shall mail a notice of its succession to Holders of Agent, the Securities. The retiring Collateral Agent shall promptly transfer Issuer and any Guarantor will execute any and all property held by it as Collateral Agent instruments for fully vesting in and confirming to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% all such rights and powers in principal amount respect of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agentheld by it.

Replacement of Collateral Agent. The A resignation or removal of Collateral Agent and appointment of a successor Collateral Agent shall become effective only upon the successor Collateral Agent's acceptance of appointment as provided in this Section 5.6. Collateral Agent may resign in writing at any time and be discharged from the agency created hereby created by so notifying the Company. The Majority Holders of a majority in principal amount of the then Outstanding Notes may remove Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent and may appoint a successor Collateral Agent, as applicable, and Company in writing. The Company shall may remove Collateral Agent Agent, as applicable, if: (a) the Collateral Agent Agent, as applicable, is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to Collateral Agent, as applicable, under a Bankruptcy Law; (b) a receiver Custodian or other public officer takes charge of the Collateral Agent Agent, as applicable, or its property; or (c) the Collateral Agent otherwise Agent, as applicable, becomes incapable of acting. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (reason, Company shall promptly appoint a successor Collateral Agent. Within one year after the successor Collateral Agent takes office, the Holders of a majority in such event being referred principal amount of the then Outstanding Notes may appoint a successor Collateral Agent to herein as replace the successor Collateral Agent appointed by Company. If a successor Collateral Agent does not take office within 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent), Company, or the Company shall promptly appoint Holders of at least 10% in principal amount of the then Outstanding Notes may petition, at the expense of Company, any court of competent jurisdiction for the appointment of a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon Thereupon, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and the duties of the Collateral Agent under this IndentureAgreement. The successor Collateral Agent shall mail a notice of its succession to the Holders of the Securities. Notes, The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after provided that all sums owing to the retiring Collateral Agent resigns or is removedhave been paid. Notwithstanding replacement of Collateral Agent pursuant to this Section5.6, Company's obligations under this Section 5.6 hereof shall continue for the benefit of the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Replacement of Collateral Agent. (a) A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent will become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this Section 12. (b) The Collateral Agent may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Majority Holders Trustee may remove the Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent and may appoint a successor Collateral Agentthe Company in writing. The Company shall may remove the Collateral Agent if: (ai) the Collateral Agent is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Collateral Agent under any Bankruptcy Law; (bii) a receiver custodian or other public officer takes charge of the Collateral Agent or its property; or (ciii) the Collateral Agent otherwise becomes incapable of acting. . (c) If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent)reason, the Company shall will promptly appoint an Eligible Person as a successor Collateral Agent. An “Eligible Person” is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least US$100 million as set forth in its most recent published annual report of condition. Within one year after the successor Collateral Agent takes office, the Trustee may appoint a successor Collateral Agent to replace the successor Collateral Agent appointed by the Company. (d) If a successor Collateral Agent does not take office within 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent, the Company, or the Trustee may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (e) A successor Collateral Agent shall will deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon Thereupon, the resignation or removal of the retiring Collateral Agent shall will become effective, and the successor Collateral Agent shall will have all the rights, powers and duties of the Collateral Agent under this IndentureAgreement. The successor Collateral Agent shall will mail a notice of its succession to Holders of the SecuritiesTrustee. The retiring Collateral Agent shall will promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor ; provided all sums owing to the Collateral Agent does not take office within 30 days after hereunder have been paid and subject to the Lien provided for in Section 11 hereof. Notwithstanding replacement of the Collateral Agent pursuant to this Section 12, the Company’s obligations under Section 11 hereof will continue for the benefit of the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Replacement of Collateral Agent. The Collateral Agent may resign at any time by so notifying the Company. The Majority Holders of a majority in principal amount of the Securities may remove Collateral Agent with respect to the Securities by so notifying with providing 31 days prior notice to the Collateral Agent and may appoint a successor Collateral Agent. The Company shall remove Collateral Agent if: (a1) the Collateral Agent is adjudged bankrupt or insolvent; (b2) a receiver or other public officer takes charge of the Collateral Agent or its property; or (c3) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders of a majority in principal amount of the Securities and such Holders do the Company does not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Company Holders of a majority in principal amount of the Securities shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice ​ of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Xxxxxxxxxx Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent (at the Company’s expense) or the Holders of 2010% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Replacement of Collateral Agent. The Collateral Agent may resign at any time by so notifying the CompanyIssuers and the Guarantors in writing. The Majority Holders of a majority in aggregate principal amount of the then outstanding Notes may remove Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent by notifying the Issuers and the removed Collateral Agent in writing upon 30 days’ notice and may appoint a successor Collateral AgentAgent with, unless there is a Default or an Event of Default, the Issuers’ written consent, which consent shall not be unreasonably withheld. The Company shall Issuers may remove the Collateral Agent at their election if: (a1) the Collateral Agent is adjudged a bankrupt or insolventinsolvent or an order of relief is entered with respect to the Collateral Agent under any Bankruptcy Law; (b2) a receiver or other public officer takes charge of the Collateral Agent or its property; or (c3) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by removed, the Company, or is removed by the Majority Holders and such Holders do not reasonably Issuers shall promptly appoint a successor Collateral Agent, or if . If a vacancy exists in the office of Collateral Agent for any reason is removed with or without cause, all fees and expenses (including the reasonable fees and expenses of counsel) of the Collateral Agent incurred in such event being referred performing the duties hereunder shall be paid to herein as the Collateral Agent to the extent provided in this Indenture. If a successor Collateral Agent does not take office within 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent), the Company shall promptly appoint Issuers or the Holders of at least 10% in aggregate principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the CompanyIssuers. Thereupon Immediately following such delivery, the retiring Collateral Agent shall transfer all property held by it as Collateral Agent to the successor Collateral Agent, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this IndentureIndenture and the Security Documents. The A successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agenteach Holder.

Replacement of Collateral Agent. The Collateral Agent may resign at any time by so notifying the CompanyIssuer and the Guarantors in writing. The Majority Holders of a majority in aggregate principal amount of the then outstanding Notes may remove Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent by notifying the Issuer and the removed Collateral Agent in writing upon 30 days’ notice and may appoint a successor Collateral AgentAgent with, unless there is a Default or an Event of Default, the Issuer’s written consent, which consent shall not be unreasonably withheld. The Company shall Issuer may remove the Collateral Agent at its election if: (a1) the Collateral Agent is adjudged a bankrupt or insolventinsolvent or an order of relief is entered with respect to the Collateral Agent under any Bankruptcy Law; (b2) a receiver or other public officer takes charge of the Collateral Agent or its property; or (c3) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by removed, the Company, or is removed by the Majority Holders and such Holders do not reasonably Issuer shall promptly appoint a successor Collateral Agent, or if . If a vacancy exists in the office of Collateral Agent for any reason is removed with or without cause, all fees and expenses (including the reasonable fees and expenses of counsel) of the Collateral Agent incurred in such event being referred performing the duties hereunder shall be paid to herein as the Collateral Agent to the extent provided in this Indenture. If a successor Xxxxxxxxxx Agent does not take office within 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent), the Company shall promptly appoint Issuer or the Holders of at least 10% in aggregate principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the CompanyIssuer. Thereupon Immediately following such delivery, the retiring Collateral Agent shall transfer all property held by it as Collateral Agent to the successor Collateral Agent, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this IndentureIndenture and the Security Documents. The A successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agenteach Holder.

Replacement of Collateral Agent. The Collateral Agent may resign at any time by so notifying the CompanyCompany in writing not less than 45 days prior to the effective date of such resignation. The Majority Holders of a majority of the principal amount of the Notes then outstanding may remove the Collateral Agent with respect to the Securities by so notifying with 31 the removed Collateral Agent in writing not less than 30 days prior notice to the Collateral Agent effective date of such removal and may appoint a successor Collateral AgentAgent with the Company’s written consent. The Company shall remove Collateral Agent ifIf: (ai) the The Collateral Agent is shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any Holder, (ii) The Collateral Agent shall become incapable of acting, or shall be adjudged a bankrupt or insolvent; (b) , or a receiver or other public officer takes charge of the Collateral Agent or of its propertyproperty shall be appointed, or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (ciii) the Collateral Agent otherwise becomes incapable of acting. If acting then, the Company may by a Board Resolution remove the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agentcollateral agent by written instrument, or if a vacancy exists in duplicate, executed by order of the office Board of Collateral Agent for any reason (Directors, one copy of which instrument shall be delivered to the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Company shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent so removed and to the Company. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent one copy to the successor Collateral Agent. If collateral agent, or, subject to the provisions of Section 6.11, any Holder who has been a successor Collateral Agent does not take office within 30 days after bona fide holder of a Note or Notes for at least six months (or since the retiring Collateral Agent resigns or is removeddate of this Indenture) may, on behalf of itself and all others similarly situated, petition, at the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition Company’s expense, any court of competent jurisdiction for the removal of the Collateral Agent and the appointment of a successor Collateral Agent. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Collateral Agent and appoint a successor Collateral Agent.

Replacement of Collateral Agent. (A) The Collateral Agent may resign at any time by so notifying the CompanyCompany in writing not less than forty-five (45) days prior to the effective date of such resignation. The Majority Required Holders may remove the Collateral Agent with respect to the Securities by so notifying with 31 the removed Collateral Agent in writing not less than forty-five (45) days prior notice to the Collateral Agent effective date of such removal and may appoint a successor Collateral AgentAgent with the Company’s written consent. The Company shall remove Collateral Agent ifIf: (ai) the The Collateral Agent is shall become incapable of acting, or shall be adjudged a bankrupt or insolvent; (b) , or a receiver or other public officer takes charge of the Collateral Agent or of its propertyproperty shall be appointed, or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or or (cii) the The Collateral Agent otherwise becomes incapable of acting. If acting then, the Company may by a resolution of the Board of Directors remove the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agentcollateral agent by written instrument, or if a vacancy exists in duplicate, executed by order of the office Board of Collateral Agent for any reason (Directors, one copy of which instrument shall be delivered to the Collateral Agent in such event being referred so removed and one copy to herein as the retiring successor collateral agent, or, subject to the provisions of Section 11.08, any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, on behalf of itself and all others similarly situated, petition, at the Company’s expense, any court of (B) Any corporation or other entity into which the Collateral Agent)Agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Company shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver be a written acceptance of its appointment party, or any corporation or other entity succeeding to the retiring Collateral Agent and to the Company. Thereupon the resignation all or removal substantially all of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties corporate trust business of the Collateral Agent under (including the administration of this Indenture. The ) shall be the successor to the Collateral Agent shall mail a notice hereunder without the execution or filing of its succession to Holders any paper or any further act on the part of any of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agentparties hereto.

Replacement of Collateral Agent. The In addition to its rights under Section 11.9, the Collateral Agent may resign at any time as Collateral Agent upon not less than 30 days’ written notice to the Trustee (with a copy to the Corporation), such resignation to take effect upon the acceptance by so notifying a successor Collateral Agent of its appointment as the CompanyCollateral Agent hereunder. The Majority Holders In addition, the Trustee may remove the Collateral Agent Agent, with respect to the Securities or without cause, each by so notifying with 31 days prior giving written notice thereof to the Collateral Agent and may (with a copy to the Corporation). Upon any such resignation or removal, the Trustee shall have the right to appoint a successor Collateral Agent. The Company Agent which meets the eligibility requirements of Section 11.18, provided that if no Default or Event of Default has occurred and is continuing, such appointment shall remove Collateral Agent if: (a) not be effective without the Collateral Agent is adjudged bankrupt or insolvent; (b) a receiver or other public officer takes charge prior written consent of the Collateral Agent Corporation, such consent not to be unreasonably withheld, conditional or its property; or (c) the Collateral Agent otherwise becomes incapable of actingdelayed. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Company shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the no successor Collateral Agent shall have all the rights, powers been so appointed and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office have accepted such appointment in writing within 30 days after the retiring Collateral Agent resigns Agent’s giving of notice of resignation or is removedits removal, then the retiring Collateral Agent or the Holders of 20% in principal amount may, on behalf of the Securities may petition any Trustee, appoint a successor Collateral Agent which meets the eligibility requirements of Section 11.18 or apply to a court of competent jurisdiction for the appointment of a successor Collateral Agent, and the Corporation agrees to pay such reasonable fees and expenses of any such appointee as shall be necessary to induce such appointee to agree to become a successor Collateral Agent hereunder. Upon acceptance of appointment as Collateral Agent, such successor shall thereupon and forthwith succeed to and become vested with all the rights, powers and privileges, immunities and duties of the retiring Collateral Agent, and the retiring Collateral Agent, upon the signing, transferring and setting over to such successor Collateral Agent all rights, moneys and other collateral held by it in its capacity as Collateral Agent, shall be discharged and released from its duties and obligations hereunder and under the Security Documents and, except for the immediately following sentence, no longer be entitled to the benefits of a Collateral Agent hereunder and under the Security Documents. After any retiring Collateral Agent’s resignation or removal as Collateral Agent, the provisions of this Article 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it acted as Collateral Agent. Notwithstanding the resignation or removal of the Collateral Agent for any reason, the Collateral Agent shall remain entitled to and be paid all fees and be reimbursed for all expenses and disbursements (to the extent such fees, expenses and disbursements were earned or incurred on or prior to such resignation or removal) and be entitled to all indemnities that such Collateral Agent would otherwise have been duly entitled to pursuant to this Indenture if not for such resignation or removal.

Replacement of Collateral Agent. A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent shall become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this SECTION 11.1(e). The Collateral Agent may resign in writing at any time by so notifying the Company. The Majority Holders may remove Collateral Agent with respect to Issuers, the Securities by so notifying with 31 days prior notice to the Collateral Agent Trustee and may appoint a successor Collateral each Additional Pari Passu Agent. The Company shall Issuers may remove the Collateral Agent if: (ai) the Collateral Agent is removed as Trustee under the Indenture; (ii) the Collateral Agent fails to comply with SECTION 11.1(g) hereof; (iii) the Collateral Agent is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Collateral Agent under the Bankruptcy Code; (biv) a receiver custodian or other public officer takes charge of the Collateral Agent or its property; or (cv) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (reason, the Issuers shall promptly appoint a successor Collateral Agent which complies with any eligibility requirements contained in such event being referred to herein as the Indenture and each Permitted Additional Pari Passu Lien Agreement. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent), the Company shall promptly appoint or the holders of at least 10% in principal amount of the then outstanding principal amount of Secured Obligations may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the CompanyIssuer. Thereupon Thereupon, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and the duties of the Collateral Agent under this IndentureAgreement and the other Security Documents. The successor Collateral Agent shall mail a notice of its succession to Holders of the SecuritiesTrustee and each Additional Pari Passu Agent. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Replacement of Collateral Agent. A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent shall become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this Section 19. The Collateral Agent may resign in writing at any time by so notifying the CompanyIssuers. The Majority Holders Issuers may remove Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent and may appoint a successor Collateral Agent. The Company shall remove Collateral Agent if: (a) the Collateral Agent is adjudged bankrupt or insolventremoved under the Indenture; (b) the Collateral Agent fails to comply with Section 21 hereof; (c) the Collateral Agent is adjudged a receiver bankrupt or other an insolvent or an order for relief is entered with respect to the Collateral Agent under the Bankruptcy Code; (d) a custodian or public officer takes charge of the Collateral Agent or its property; or (ce) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent)reason, the Company Issuers shall promptly appoint a successor Collateral Agent which complies with any eligibility requirements contained in the Indenture. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent, or the holders of at least 10% in principal amount of the then outstanding principal amount of the Secured Obligations may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent, at the expense of the Grantors. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the CompanyIssuers. Thereupon Thereupon, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and the duties of the Collateral Agent under this IndentureAgreement and the other Note Documents. The successor Collateral Agent shall mail a notice of its succession to Holders of the SecuritiesTrustee under the Indenture. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Replacement of Collateral Agent. (a) The Collateral Agent may resign at any time upon 30 days prior notice by so notifying the Company and the Trustee. The Trustee may remove the Collateral Agent upon 30 days prior notice by so notifying the Company. The Majority Holders may remove Collateral Agent with respect to , and, in such event, the Securities by so notifying with 31 days prior notice to Trustee and the Collateral Agent and may Company shall appoint a successor Collateral Agent. The Either the Trustee or the Company shall may remove the Collateral Agent if: (ai) the Collateral Agent is adjudged bankrupt or insolvent; (bii) a receiver or other public officer takes charge of the Collateral Agent or its property; or (ciii) the Collateral Agent otherwise becomes incapable of acting. . (b) If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (reason, the Collateral Agent in Trustee and the Company shall notify each Holder of such event being referred to herein as the retiring Collateral Agent), the Company and shall promptly appoint a successor Collateral Agent. . (c) A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon Immediately after that, the retiring Collateral Agent shall transfer all property held by it as Collateral Agent to the successor Collateral Agent, subject to the lien provided in Section 7.07 of the Indenture, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. Security Agreement. (d) If a successor Collateral Agent does not take office within 30 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent Agent, the Trustee or the Holders of 20% in principal amount of the Securities Company may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (e) Notwithstanding any resignation or replacement of the Collateral Agent pursuant to this Section, each Grantor's obligations under Section 6.4 shall continue for the benefit of the retiring Collateral Agent.

Replacement of Collateral Agent. The Collateral Agent may resign at any time by so notifying the Company. The Majority Holders of a majority in principal amount of the Securities may remove Collateral Agent with respect to the Securities by so notifying with providing 31 days prior notice to the Collateral Agent and may appoint a successor Collateral Agent. The Company shall remove Collateral Agent if: (a1) the Collateral Agent is adjudged bankrupt or insolvent; (b2) a receiver or other public officer takes charge of the Collateral Agent or its property; or (c3) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders of a majority in principal amount of the Securities and such Holders do the Company does not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Company Holders of a majority in principal amount of the Securities shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Xxxxxxxxxx Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent (at the Company’s expense) or the Holders of 2010% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Replacement of Collateral Agent. The Collateral Agent may resign at any time by so notifying the CompanyIssuers in writing. The Majority Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Issuers and the Collateral Agent in writing and may appoint a successor Collateral AgentAgent with the Issuers’ consent. The Company shall Issuers may remove the Collateral Agent if: (a1) the Collateral Agent is adjudged bankrupt or insolvent; (b2) a receiver receiver, Custodian or other public officer takes charge of the Collateral Agent or its property; or (c3) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent)reason, the Company Issuers shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the CompanyIssuers. Thereupon Immediately after that and provided that all sums owing to the retiring Collateral Agent provided for in Section 7.7 have been paid, the retiring Collateral Agent shall transfer all property held by it as Collateral Agent to the successor Collateral Agent, subject to the lien, if any, provided in Section 7.7, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The A successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agenteach Holder. If a successor Collateral Agent does not take office within 30 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent (at the Issuers’ cost and expense), the Issuers or the Holder or Holders of 20at least 10% in aggregate principal amount of the Securities outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. Notwithstanding replacement of the Collateral Agent pursuant to this Section 10.10, the Issuers’ and the Guarantors’ obligations under Section 7.7 shall continue for the benefit of the retiring Collateral Agent.

Replacement of Collateral Agent. The Collateral Agent may resign at any time by so notifying the Company. The Majority Holders of a majority in principal amount of the Securities may remove Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent and may appoint a successor Collateral Agent. The Company shall remove Collateral Agent if: (a1) the Collateral Agent is adjudged bankrupt or insolvent; (b2) a receiver or other public officer takes charge of the Collateral Agent or its property; or (c3) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Company shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent (at the Company’s expense) or the Holders of 2010% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Replacement of Collateral Agent. The Collateral Agent may resign and be discharged from the performance of all further duties hereunder by giving to the Company and the Creditor Representatives sixty days’ notice in writing or such shorter notice as the Company and the Majority Representatives may approve, provided that such resigning Collateral Agent receives payment in full of all amounts due and owing to it hereunder prior to or upon its removal taking effect; and provided, further, that such successor Collateral Agent shall be a bank or trust company having a combined and capital surplus of at least $1 billion, subject to supervision or examination by federal or state lending authority, and authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent. The Majority Representatives may at any time by so notifying remove the Company. The Majority Holders may remove Collateral Agent for cause and appoint a new Collateral Agent. “Cause” shall include the failure of the Collateral Agent to take any action that the Collateral Agent is required to take hereunder after request therefor by Majority Representatives, or the Collateral Agent has taken any action hereunder that the Collateral Agent is not authorized to take hereunder and that violates the terms hereof. If no Event of Default has then occurred and is continuing and if the Collateral Agent is not a Creditor Representative, the Company may, with respect to the Securities by so notifying with 31 days prior notice to written concurrence of the Majority Representatives, remove the Collateral Agent and may appoint a successor Collateral Agent. The Company shall remove new Collateral Agent if: with the consent of the Majority Representatives (a) which shall not be unreasonably withheld or delayed). In the Collateral Agent is adjudged bankrupt or insolvent; (b) a receiver or other public officer takes charge event of the Collateral Agent resigning or its property; or (c) being removed as aforesaid, the Majority Representatives shall forthwith appoint a new Collateral Agent. On any new appointment the new Collateral Agent otherwise becomes incapable shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Collateral Agent, without any further assurance, conveyance, act or deed; but the Company and the Pledgor Subsidiaries shall immediately execute, at the expense of acting. If the Collateral Agent resigns or is removed by the Company, all such conveyances or is removed by other instruments as may be necessary or advisable for the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in purpose of transferring the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Company shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment Pledge Agreement to the retiring new Collateral Agent and to assuring the Company. Thereupon the resignation or removal continued perfection and priority of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agentliens thereunder.

Replacement of Collateral Agent. (a) A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent shall become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this Section 8.6. The Collateral Agent may resign in writing at any time by so notifying the Company. The Majority Holders may remove Collateral Agent with respect to Company and the Securities by so notifying with 31 days prior notice to the Collateral Agent and may appoint a successor Collateral AgentTrustee. The Company shall may remove the Collateral Agent if: (ai) the Collateral Agent is removed as Trustee under the Indenture; (ii) the Collateral Agent fails to comply with Section 8.2 hereof; (iii) the Collateral Agent is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Collateral Agent under the Bankruptcy Code; (biv) a receiver custodian or other public officer takes charge of the Collateral Agent or its property; or (cv) in the reasonable discretion of the Company, the Collateral Agent otherwise becomes incapable of acting. . (b) If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of the Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent)reason, the Company shall promptly appoint a successor Collateral Agent which complies with any eligibility requirements contained in the Indenture. (c) If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent. , the Company or the holders of at least 10% in principal amount of the then outstanding principal amount of Secured Obligations may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (d) A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon Thereupon, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and the duties of the Collateral Agent under this IndentureAgreement and the other Collateral Documents. The successor Collateral Agent shall mail a notice of its succession to Holders of the SecuritiesTrustee. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. . (e) If Wilmington Trust FSB is removed or resigns as Trustee and as Collateral Agent, such resignation or removal shall only become effective upon both a successor Trustee and Collateral Agent does not take office within 30 days after being appointed hereunder and under the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral AgentIndenture.

Replacement of Collateral Agent. A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent shall become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this SECTION 11.1(e). The Collateral Agent may resign in writing at any time by so notifying the Company. The Majority Holders may remove Collateral Agent with respect to Issuers, the Securities by so notifying with 31 days prior notice to the Collateral Agent Trustee and may appoint a successor Collateral each Additional Pari Passu Agent. The Company shall Issuers may remove the Collateral Agent if: (ai) the Collateral Agent is removed as Trustee under the Indenture; (ii) the Collateral Agent fails to comply with SECTION 11.1(g) hereof; (iii) the Collateral Agent is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Collateral Agent under the Bankruptcy Code; (biv) a receiver custodian or other public officer takes charge of the Collateral Agent or its property; or (cv) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (reason, the Issuers shall promptly appoint a successor Collateral Agent which complies with any eligibility requirements contained in such event being referred to herein as the Indenture and each Permitted Additional Pari Passu Lien Agreement. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent), the Company shall promptly appoint Issuers or the holders of at least 10% in principal amount of the then outstanding principal amount of Secured Obligations may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the CompanyIssuer. Thereupon Thereupon, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and the duties of the Collateral Agent under this IndentureAgreement and the other Security Documents. The successor Collateral Agent shall mail a notice of its succession to Holders of the SecuritiesTrustee and each Additional Pari Passu Agent. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Replacement of Collateral Agent. A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent shall become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this Section 5.6. (a) The Collateral Agent may resign in writing at any time by so notifying the CompanyBorrower. The Majority Holders Noteholders holding of a majority in aggregate principal amount of the then outstanding Notes may remove the Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Trustee, the Collateral Agent and may appoint a successor Collateral Agentthe Borrower in writing. The Company shall Borrower may remove Collateral Agent the Trustee if: (ai) the Collateral Agent is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Collateral Agent under any bankruptcy law; (bii) a receiver custodian or other public officer takes charge of the Collateral Agent or its property; or (ciii) the Collateral Agent otherwise becomes incapable of acting. . (b) If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent)reason, the Company Borrower shall promptly appoint a successor Collateral Agent. Within one (1) year after the successor Collateral Agent takes office, the Noteholders holding of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Collateral Agent to replace the successor Collateral Agent appointed by the Borrower. (c) If a successor Collateral Agent does not take office within thirty (30) days after the retiring Collateral Agent resigns or is removed the retiring Collateral Agent, the Borrower or the Noteholders holding at least ten percent (10%) in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (d) A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent Agent, the Trustee and to the CompanyBorrower. Thereupon Thereupon, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this IndentureAgreement. The successor Collateral Agent shall mail a notice of its succession to Holders of the SecuritiesNoteholders and the CVR Holders. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after ; provided, however, that all sums owing to the retiring Collateral Agent resigns or is removedhereunder have been paid and subject to the lien provided for in Section 5.5. Notwithstanding replacement of the Collateral Agent pursuant to this Section 5.6, the Borrower’s and each other Grantor’s obligations under Section 5.5 shall continue for the benefit of the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Replacement of Collateral Agent. The Collateral Agent may resign at any time by so notifying the Company. The Majority Holders of a majority in principal amount of the Securities may remove Collateral Agent with respect to the Securities by so notifying with providing 31 days prior notice to the Collateral Agent and may appoint a successor Collateral Agent. The Company shall remove Collateral Agent if: (a1) the Collateral Agent is adjudged bankrupt or insolvent; (b2) a receiver or other public officer takes charge of the Collateral Agent or its property; or (c3) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders of a majority in principal amount of the Securities and such Holders do the Company does not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Company Holders of a majority in principal amount of the Securities shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Xxxxxxxxxx Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent (at the Company’s expense) or the ​ Holders of 2010% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Xxxxxxxxxx Agent.

Replacement of Collateral Agent. (A) The Collateral Agent may resign at any time by so notifying the CompanyCompany in writing not less than forty-five (45) days prior to the effective date of such resignation. The Majority Required Holders may remove the Collateral Agent with respect to the Securities by so notifying with 31 the removed Collateral Agent in writing not less than forty-five (45) days prior notice to the Collateral Agent effective date of such removal and may appoint a successor Collateral AgentAgent with the Company’s written consent. The Company shall remove Collateral Agent ifIf: (ai) the The Collateral Agent is shall become incapable of acting, or shall be adjudged a bankrupt or insolvent; (b) , or a receiver or other public officer takes charge of the Collateral Agent or of its propertyproperty shall be appointed, or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or or (cii) the The Collateral Agent otherwise becomes incapable of acting. If acting then, the Company may by a resolution of the Board of Directors remove the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agentcollateral agent by written instrument, or if a vacancy exists in duplicate, executed by order of the office Board of Collateral Agent for any reason (Directors, one copy of which instrument shall be delivered to the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Company shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent so removed and to the Company. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent one copy to the successor Collateral Agent. If collateral agent, or, subject to the - 137 - provisions of Section 11.08, any Holder who has been a successor Collateral Agent does not take office within 30 days after bona fide holder of a Note or Notes for at least six months (or since the retiring Collateral Agent resigns or is removeddate of this Indenture) may, on behalf of itself and all others similarly situated, petition, at the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition Company’s expense, any court of competent jurisdiction for the removal of the Collateral Agent and the appointment of a successor Collateral Agent. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Collateral Agent and appoint a successor Collateral Agent. (B) Any corporation or other entity into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of the Collateral Agent (including the administration of this Indenture) shall be the successor to the Collateral Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto.

Replacement of Collateral Agent. (a) The Collateral Agent may resign at any time by so notifying the CompanyIssuer and the Trustee. The Majority Holders holders of a majority in principal amount of the Notes may remove the Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent Issuer and the Trustee and may appoint a successor Collateral Agent. The Company Issuer shall remove the Collateral Agent if: (ai) the Collateral Agent is the same entity as the Trustee and the Trustee is removed under the Indenture for failure by the Trustee to comply with Section 7.09; (ii) the Collateral Agent is adjudged bankrupt or insolvent; (biii) a receiver or other public officer takes charge of the Collateral Agent or its property; or (civ) the Collateral Agent otherwise becomes incapable of acting. . (b) The Issuer may remove the Collateral Agent if the Collateral Agent is the same entity as the Trustee and the Trustee is removed under the Indenture. (c) If the Collateral Agent resigns or resigns, is removed by the Company, Issuer or is removed by the Majority Holders holders of a majority in principal amount of the Notes and such Holders holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of the Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Company Issuer shall promptly appoint a successor Collateral Agent. . (d) A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the CompanyIssuer. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture, the Intercreditor Agreement and the Security Documents. The successor Collateral Agent shall mail a notice of its succession to Holders the holders of the SecuritiesNotes. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. . (e) If a successor Collateral Agent does not take office within 30 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders holders of 2010% in principal amount of the Securities Notes may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Replacement of Collateral Agent. The Collateral Agent may resign at any time by so notifying the CompanyIssuer and the Guarantors in writing. The Majority Holders of a majority in aggregate principal amount of the then outstanding Notes may remove Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent by notifying the Issuer and the removed Collateral Agent in writing upon 30 days’ notice and may appoint a successor Collateral AgentAgent with, unless there is a Default or an Event of Default, the Issuer’s written consent, which consent shall not be unreasonably withheld. The Company shall Issuer may remove the Collateral Agent at its election if: (a1) the Collateral Agent is adjudged a bankrupt or insolventinsolvent or an order of relief is entered with respect to the Collateral Agent under any Bankruptcy Law; (b2) a receiver or other public officer takes charge of the Collateral Agent or its property; or (c3) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by removed, the Company, or is removed by the Majority Holders and such Holders do not reasonably Issuer shall promptly appoint a successor Collateral Agent, or if . If a vacancy exists in the office of Collateral Agent for any reason is removed with or without cause, all fees and expenses (including the reasonable fees and expenses of counsel) of the Collateral Agent incurred in such event being referred performing the duties hereunder shall be paid to herein as the Collateral Agent to the extent provided in this Indenture. If a successor Xxxxxxxxxx Agent does not take office within 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent), the Company shall promptly appoint Issuer or the Holders of at least 10% in aggregate principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the CompanyIssuer. Thereupon Immediately following such delivery, the retiring Collateral Agent shall transfer all property held by it as Collateral Agent to the successor Collateral Agent, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and ​ duties of the Collateral Agent under this IndentureIndenture and the Security Documents. The A successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agenteach Holder.

Replacement of Collateral Agent. A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent shall become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this Section 11.09. The Collateral Agent may resign at any time by so notifying the CompanyIssuer. The Majority Holders of a majority in outstanding principal amount of the outstanding Notes may remove the Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent and may appoint a successor Collateral Agentthe Issuer. The Company Issuer shall remove the Collateral Agent if: (a) the Collateral Agent is adjudged bankrupt or insolvent; (b) a receiver or other public officer takes charge of the Collateral Agent or its property; or (c) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agentremoved, or if a vacancy exists in the office of Collateral Agent for any reason (reason, the Issuer shall promptly appoint a successor Collateral Agent. Within one year after the successor Collateral Agent takes office, the Holders of a majority in such event principal amount of the outstanding Notes may appoint a successor Collateral Agent to replace the successor Collateral Agent appointed by the Issuer. If the successor Collateral Agent is not appointed, or if one is appointed but does not deliver its written acceptance required by the next succeeding paragraph of this Section 11.09, within 30 days after the retiring Collateral Agent delivers notice of its resignation or is notified that it is being referred to herein as removed, the retiring Collateral Agent), the Company shall promptly appoint Issuer or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the CompanyIssuer. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the SecuritiesHolders. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent Agent, the Issuer or the Holders of 20at least 25% in outstanding principal amount of the Securities Notes may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent at the expense of the Issuer. If the Collateral Agent fails to comply with this Section 11.09, any Holder who has been a bona fide Holder of a Note for at least six months may petition any court of competent jurisdiction for the removal of the Collateral Agent and the appointment of a successor Collateral Agent. Notwithstanding the resignation or removal of the Collateral Agent pursuant to this Section 11.09 (i) the Issuer’s obligations under Section 11.08 shall continue for the benefit of the retiring Collateral Agent until such time as the appointment of a successor Collateral Agent shall have become effective and (ii) the Issuer’s and the Guarantor’s obligations under Section 7.07 shall continue for the benefit of the retiring Collateral Agent.

Replacement of Collateral Agent. (a) The Collateral Agent may resign at any time by so notifying the Company, in writing, at least 30 days prior to the proposed resignation. The Majority Holders of a majority in aggregate principal amount of then outstanding Notes may remove Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent and may appoint a successor by notifying the Collateral Agent, in writing, at least 30 days prior to the proposed removal. The Prior to the occurrence of an Event of Default, the Company shall may remove the Collateral Agent by notifying the Collateral Agent, in writing, at least 30 days prior to the proposed removal, if: (ai) the Collateral Agent is adjudged bankrupt or insolvent; (bii) a receiver or other public officer takes charge of the Collateral Agent or its property; or (ciii) the Collateral Agent otherwise becomes incapable of acting. . (b) If the Collateral Agent resigns or resigns, is removed by the Company, Company or is removed by the Majority Holders and such Holders do not reasonably promptly appoint of a successor Collateral Agentmajority in aggregate principal amount of the Notes then outstanding, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), then prior to an Event of Default, the Company shall will promptly appoint a successor Collateral Agent. , and after the occurrence of an Event of Default, the Holders of a majority in aggregate principal amount of then outstanding Notes may appoint a successor; provided, that the Collateral Agent will have no obligation to undertake an assessment as to whether an Event of Default has occurred under this Indenture.. (c) A successor Collateral Agent shall will deliver a written acceptance of its appointment to the retiring Collateral Agent Agent, the Trustee and to the Company. Thereupon In any event, the resignation or removal of the retiring Collateral Agent shall will become effectiveeffective on the date set forth in the notice of resignation or the notice of removal, and as applicable. Upon the appointment of a successor Collateral Agent, such successor Collateral Agent shall will have all the rights, powers and duties of the Collateral Agent under this IndentureIndenture and the other Note Documents. The successor Collateral Agent shall mail will send a notice of its succession to Holders of the Securitieseach Holder. The retiring Collateral Agent shall will, upon payment of all of its costs and the costs of its agents and counsel, promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent, subject to the lien provided for in connection with the payment obligations of the Company to the Collateral Agent. In the event a successor Collateral Agent has not been appointed on the effective date of the retiring Collateral Agent’s resignation or removal, as applicable, the retiring Collateral Agent may, at its option, upon payment of all of its costs and the costs of its agents and counsel, transfer all property held by it as Collateral Agent to the Trustee. (d) If a successor Collateral Agent does not take office within 30 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent Agent, the Company or the Holders of 20at least 10% in of the aggregate principal amount of the Securities Notes then outstanding may petition petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Collateral Agent. (e) Notwithstanding the replacement of the Collateral Agent, the Company’s payment obligations, including with respect to indemnification obligations, to the Collateral Agent under the Note Documents will continue for the benefit of the retiring Collateral Agent.

Replacement of Collateral Agent. The Collateral Agent may resign at any time by so notifying the CompanyIssuers and the Guarantors in writing. The Majority Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Col- lateral Agent by notifying the Issuers and the removed Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent in writing and may appoint a successor Collateral AgentAgent with, unless there is a Default or an Event of Default, the Issuers’ written consent, which consent shall not be unreasonably withheld. The Company shall Issuers may remove the Collateral Agent at their election if: (a1) the Collateral Agent is adjudged a bankrupt or insolventinsolvent or an order of relief is entered with respect to the Collateral Agent under any Bankruptcy Law; (b2) a receiver or other public officer takes charge of the Collateral Agent or its property; or (c3) the Collateral Agent otherwise becomes incapable of acting. If the Collateral Agent resigns or is removed by removed, the Company, or is removed by the Majority Holders and such Holders do not reasonably Issuers shall promptly appoint a successor Collateral Agent, or if . If a vacancy exists in the office of Collateral Agent for any reason is removed with or without cause, all fees and expenses (including the reasonable fees and expenses of counsel) of the Collateral Agent incurred in such event being referred performing the duties hereunder shall be paid to herein as the Collateral Agent to the extent provided in this Indenture. If a successor Collateral Agent does not take office within 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent), the Company shall promptly appoint Issuers or the Holders of at least 10% in aggregate principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the CompanyIssuers. Thereupon Immediately following such delivery, the retiring Collateral Agent shall transfer all property held by it as Collateral Agent to the successor Collateral Agent, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this IndentureIndenture and the Security Documents. The A successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent. If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Collateral Agenteach Holder.

Replacement of Collateral Agent. (i) The Collateral Agent or any Additional Share Pledge Collateral Agent may resign at any time by so notifying the Company. The Majority Holders may remove Collateral Agent with respect to the Securities by so notifying with 31 days prior written notice to the Issuer. (ii) The Holders of a majority in principal amount of the outstanding Notes may remove the Collateral Agent and may or any Additional Share Pledge Collateral Agent without cause by written notice to the Trustee; provided that they concurrently appoint a successor to such removed Collateral Agent or Additional Share Pledge Collateral Agent. , as the case may be, in accordance with Section 11.10(b). (iii) The Company shall Issuer may remove the Collateral Agent or Additional Share Pledge Collateral Agent, as the case may be, by Company Order if: : (aA) the Collateral Agent or Additional Share Pledge Collateral Agent, as the case may be, is adjudged bankrupt or insolvent; ; (bB) a receiver or other public officer takes charge of such Collateral Agent or Additional Share Pledge Collateral Agent, as the case may be, or the property of the Collateral Agent or its propertyAdditional Share Pledge Collateral Agent, as the case may be; or or (cC) the Collateral Agent otherwise becomes incapable of acting. A resignation or removal of the Collateral Agent or Additional Share Pledge Collateral Agent and appointment of a successor Collateral Agent or Additional Share Pledge Collateral Agent will become effective only upon such successor Collateral Agent’s acceptance of appointment as provided in this Section. (b) If the Collateral Agent has been removed by the Holders, Holders of a majority in principal amount of the Notes may appoint a successor Collateral Agent or Additional Share Pledge Collateral Agent, as the case may be, with the consent of the Issuer. Otherwise, if the Collateral Agent or Additional Share Pledge Collateral Agent, as the case may be, resigns or is removed, the Issuer will promptly appoint a successor Collateral Agent or Additional Share Pledge Collateral Agent, as the case may be. If the successor Collateral Agent or Additional Share Pledge Collateral Agent, as the case may be, does not deliver its written acceptance within 30 days after the retiring Collateral Agent resigns or is removed by removed, such retiring Collateral Agent or Additional Share Pledge Collateral Agent, as the Companycase may be, the Issuer or is removed by the Majority Holders and such Holders do not reasonably promptly appoint of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent or Additional Share Pledge Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Company shall promptly appoint case may be. (c) Upon delivery by a successor Collateral Agent or Additional Share Pledge Collateral Agent. A successor Collateral Agent shall deliver , as the case may be, of a written acceptance of its appointment to the retiring Collateral Agent or Additional Share Pledge Collateral Agent, as the case may be, and to the Company. Thereupon Issuer, (i) such retiring Collateral Agent or Additional Share Pledge Collateral Agent, as the case may be, will transfer all property held by it as Collateral Agent or Additional Share Pledge Collateral Agent, as the case may be, to the successor Collateral Agent or Additional Share Pledge Collateral Agent, as the case may be, (ii) the resignation or removal of the such retiring Collateral Agent shall will become effective, and (iii) the successor Collateral Agent shall or Additional Share Pledge Collateral Agent, as the case may be, will have all the rights, powers and duties of the Collateral Agent under this Indenture. The Upon request of a successor Collateral Agent shall mail a notice of its succession to Holders of or Additional Share Pledge Collateral Agent, as the Securities. The retiring Collateral Agent shall promptly transfer case may be, the Issuer will execute any and all property held by it as Collateral Agent instruments for fully and vesting in and confirming to the successor Collateral Agent or Additional Share Pledge Collateral Agent. If a successor Collateral Agent does not take office within 30 days after , as the retiring Collateral Agent resigns case may be, all such rights, powers and trusts, and all agreements, instruments or is removedother documents, including any amendments, modifications or supplements to the existing Security Documents. (d) A retiring Collateral Agent or Additional Share Pledge Collateral Agent, as the Holders case may be, will promptly deliver any share certificates, endorsements or other instruments of 20% transfer and any other document or records relating to the Collateral under the Security Documents in principal amount the actual possession of such Collateral Agent or Additional Share Pledge Collateral Agent, as the case may be to the successor Collateral Agent or Additional Share Pledge Collateral Agent, as the case may be. (e) The Issuer will give notice of any resignation and any removal of the Securities may petition any court of competent jurisdiction for the Collateral Agent and each appointment of a successor Collateral Agent or Additional Share Pledge Collateral Agent, as the case may be, to all Holders, and include in the notice the name and address of the successor Collateral Agent or Additional Share Pledge Collateral Agent, as the case may be.

Replacement of Collateral Agent. The A resignation or removal of either Collateral Agent and appointment of a successor collateral agent shall become effective only upon the successor collateral agent’s acceptance of appointment as provided in this Section. Either Collateral Agent may resign in writing at any time upon at least 45 days’ prior written notice to the Issuer and be discharged from the trust hereby created by so notifying the CompanyIssuer, without assigning any reason and without being responsible for any costs, charges and expenses occasioned by such retirement. The Majority Holders of a majority in aggregate principal amount of the then outstanding GSS Notes may remove either Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the such Collateral Agent and may appoint a successor Collateral Agent. The Company shall remove Collateral Agent if: (a) the Collateral Agent is adjudged bankrupt or insolvent; (b) a receiver or other public officer takes charge of the Collateral Agent or its property; or (c) the Collateral Agent otherwise becomes incapable of actingIssuer in writing at any time and for any reason in their sole discretion. If the either Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of such Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Company Issuer shall promptly appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agentcollateral agent. If a successor Collateral Agent collateral agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the Issuer hereby covenants that in the event of either Collateral Agent giving notice under this Section it shall use its best endeavors to procure a collateral agent to be appointed and if the Issuer has not procured the appointment of a new collateral agent within 30 days after the expiration of such written notice, such retiring Collateral Agent or shall have the power to appoint a successor collateral agent at its discretion, provided that it has notified the Issuer prior to it doing so. If such action is taken, such Collateral Agent shall notify the Holders and the Issuer in writing of 20% in principal amount of the Securities its resignation. If either Collateral Agent, after written request by any Holder who has been a Holder for at least six months, fails to comply with this Section, such Holder may petition any court of competent jurisdiction for the removal of such Collateral Agent and the appointment of a successor Collateral Agentcollateral agent.