Common use of Replacement of Trustee and Collateral Agent Clause in Contracts

Replacement of Trustee and Collateral Agent. (a) The Trustee and Collateral Agent may resign at any time by so notifying the Issuers. The Holders of a majority in principal amount of the Securities may remove the Trustee or Collateral Agent by so notifying the Trustee or Collateral Agent and may appoint a successor Trustee or Collateral Agent. The Issuers may remove the Trustee or Collateral Agent if: (i) the Trustee or Collateral Agent fails to comply with Section 7.10; (ii) the Trustee or Collateral Agent is adjudged bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or Collateral Agent or their respective property; or (iv) the Trustee or Collateral Agent otherwise becomes incapable of acting. If the Trustee or Collateral Agent has or shall acquire a conflicting interest within the meaning of the TIA, the Trustee or Collateral Agent shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture. (b) If the Trustee or Collateral Agent resigns, is removed by the Issuers or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee or successor Collateral Agent, or if a vacancy exists in the office of Trustee or Collateral Agent for any reason (the Trustee or Collateral Agent in such event being referred to herein as the retiring Trustee or retiring Collateral Agent), the Issuers shall promptly appoint a successor Trustee or successor Collateral Agent. (c) A successor Trustee or successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Trustee or retiring Collateral Agent and to the Issuers. Thereupon the resignation or removal of the retiring Trustee or retiring Collateral Agent shall become effective, and the successor Trustee or successor Collateral Agent shall have all the rights, powers and duties of the Trustee or Collateral Agent under this Indenture. The successor Trustee or successor Collateral Agent shall mail a notice of its succession to the Holders. The retiring Trustee or retiring Collateral Agent shall promptly transfer all property held by it as Trustee or Collateral Agent to the successor Trustee or successor Collateral Agent, subject to the Lien provided for in Section 7.07. (d) If a successor Trustee or successor Collateral Agent does not take office within 60 days after the retiring Trustee or retiring Collateral Agent resigns or is removed, the retiring Trustee or retiring Collateral Agent or the Holders of 10% in principal amount of the Securities may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee or successor Collateral Agent. (e) If the Trustee or Collateral Agent fails to comply with Section 7.10, unless the Trustee’s or Collateral Agent’s duty to resign is stayed as provided in Section 310(b) of the TIA, any Holder who has been a bona fide holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Trustee or Collateral Agent and the appointment of a successor Trustee or successor Collateral Agent. (f) Notwithstanding the replacement of the Trustee or Collateral Agent pursuant to this Section, the Issuers’ obligations under Section 7.07 shall continue for the benefit of the retiring Trustee or retiring Collateral Agent.

Replacement of Trustee and Collateral Agent. (a) The A Trustee and the Collateral Agent may resign in writing at any time and be discharged from the trust hereby created by so notifying the IssuersCompany. A resignation or removal of a Trustee or the Collateral Agent and appointment of a successor Trustee or Collateral Agent will become effective only upon the successor Trustee's or successor Collateral Agent's, as applicable, acceptance of appointment as provided in this Section 7.07. (b) The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes may remove a Trustee and/or the Trustee or Collateral Agent by so notifying the Trustee or Collateral Agent and may appoint a successor Trustee or and/or the Collateral Agent, as applicable, and the Company in writing. The Issuers Company may remove a Trustee and/or the Trustee or Collateral Agent Agent, as applicable, by providing 30 days' prior written notice if: (i1) the Trustee or Collateral Agent fails to comply with Section 7.107.09 hereof; (ii2) the Trustee or the Collateral Agent Agent, as applicable, is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any Insolvency Laws; (iii3) a receiver custodian or other public officer takes charge of the Trustee or the Collateral Agent Agent, as applicable, or their respective its property; or (iv4) the Trustee or the Collateral Agent otherwise Agent, as applicable, becomes incapable of acting. If the Trustee or Collateral Agent has or shall acquire a conflicting interest within the meaning of the TIA, the Trustee or Collateral Agent shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture. (bc) If a Trustee and/or the Trustee or Collateral Agent resigns, resigns or is removed by the Issuers or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee or successor Collateral Agent, or if a vacancy exists in the office of Trustee or the Collateral Agent Agent, as applicable, for any reason (the Trustee or Collateral Agent in such event being referred to herein as the retiring Trustee or retiring Collateral Agent)reason, the Issuers shall Company will promptly appoint a successor Trustee or successor Collateral Agent. (c) A , as applicable. Within one year after the successor Trustee and/or successor Collateral Agent, as applicable, takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee or successor Collateral Agent shall deliver a written acceptance of its appointment Agent, as applicable, to the retiring Trustee or retiring Collateral Agent and to the Issuers. Thereupon the resignation or removal of the retiring Trustee or retiring Collateral Agent shall become effective, and the successor Trustee or successor Collateral Agent shall have all the rights, powers and duties of the Trustee or Collateral Agent under this Indenture. The successor Trustee or successor Collateral Agent shall mail a notice of its succession to the Holders. The retiring Trustee or retiring Collateral Agent shall promptly transfer all property held by it as Trustee or Collateral Agent to replace the successor Trustee or successor Collateral Agent, subject to as applicable, appointed by the Lien provided for in Section 7.07Company. (d) If a successor Trustee or successor Collateral Agent Agent, as applicable, does not take office within 60 days after the retiring Trustee or retiring Collateral Agent Agent, as applicable, resigns or is removed, the retiring Trustee or retiring Collateral Agent Agent, as applicable, the Company, or the Holders of at least 10% in aggregate principal amount of the Securities then outstanding Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee or successor Collateral Agent, as applicable. (e) If the Trustee or Collateral Agent fails to comply with Section 7.10a Trustee, unless the Trustee’s or Collateral Agent’s duty to resign is stayed as provided in Section 310(b) of the TIA, after written request by any Holder who has been a bona fide holder of a Security Holder for at least six months months, fails to comply with Section 7.09 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee or Collateral Agent and the appointment of a successor Trustee. (f) A successor Trustee or successor Collateral Agent. (f) , as applicable, will deliver a written acceptance of its appointment to the retiring Trustee or Collateral Agent, as applicable, and to the Company. Thereupon, the resignation or removal of the retiring Trustee or Collateral Agent, as applicable, will become effective, and the successor Trustee or successor Collateral Agent, as applicable, will have all the rights, powers and duties of the Trustee or the Collateral Agent, as applicable, under this Indenture. The successor Trustee or successor Collateral Agent, as applicable, will mail a notice of its succession to Holders. The retiring Trustee or Collateral Agent, as applicable, will promptly transfer all property held by it as Trustee or Collateral Agent, as applicable, to the successor Trustee or successor Collateral Agent, as applicable; provided all sums owing to the Trustee or Collateral Agent, as applicable, hereunder have been paid and subject to the Lien provided for in Section 7.06 hereof. Notwithstanding the replacement of the Trustee or Collateral Agent pursuant to this SectionSection 7.07, the Issuers’ obligations Company's Obligations under Section 7.07 shall 7.06 hereof will continue for the benefit of the retiring Trustee or retiring Collateral Agent, as applicable.

Replacement of Trustee and Collateral Agent. (a) The A Trustee and the Collateral Agent may resign in writing at any time and be discharged from the trust hereby created by so notifying the IssuersCompany. A resignation or removal of a Trustee or the Collateral Agent and appointment of a successor Trustee or Collateral Agent will become effective only upon the successor Trustee’s or successor Collateral Agent’s, as applicable, acceptance of appointment as provided in this Section 7.07. (b) The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes may remove a Trustee and/or the Trustee or Collateral Agent by so notifying the Trustee or Collateral Agent and may appoint a successor Trustee or and/or the Collateral Agent, as applicable, and the Company in writing. The Issuers Company may remove a Trustee and/or the Trustee or Collateral Agent Agent, as applicable, by providing 30 days’ prior written notice if: (i1) the Trustee or Collateral Agent fails to comply with Section 7.107.09 hereof; (ii2) the Trustee or the Collateral Agent Agent, as applicable, is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any Insolvency Laws; (iii3) a receiver custodian or other public officer takes charge of the Trustee or the Collateral Agent Agent, as applicable, or their respective its property; or (iv4) the Trustee or the Collateral Agent otherwise Agent, as applicable, becomes incapable of acting. If the Trustee or Collateral Agent has or shall acquire a conflicting interest within the meaning of the TIA, the Trustee or Collateral Agent shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture. (bc) If a Trustee and/or the Trustee or Collateral Agent resigns, resigns or is removed by the Issuers or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee or successor Collateral Agent, or if a vacancy exists in the office of Trustee or the Collateral Agent Agent, as applicable, for any reason (the Trustee or Collateral Agent in such event being referred to herein as the retiring Trustee or retiring Collateral Agent)reason, the Issuers shall Company will promptly appoint a successor Trustee or successor Collateral Agent. (c) A , as applicable. Within one year after the successor Trustee and/or successor Collateral Agent, as applicable, takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee or successor Collateral Agent shall deliver a written acceptance of its appointment Agent, as applicable, to the retiring Trustee or retiring Collateral Agent and to the Issuers. Thereupon the resignation or removal of the retiring Trustee or retiring Collateral Agent shall become effective, and the successor Trustee or successor Collateral Agent shall have all the rights, powers and duties of the Trustee or Collateral Agent under this Indenture. The successor Trustee or successor Collateral Agent shall mail a notice of its succession to the Holders. The retiring Trustee or retiring Collateral Agent shall promptly transfer all property held by it as Trustee or Collateral Agent to replace the successor Trustee or successor Collateral Agent, subject to as applicable, appointed by the Lien provided for in Section 7.07Company. (d) If a successor Trustee or successor Collateral Agent Agent, as applicable, does not take office within 60 days after the retiring Trustee or retiring Collateral Agent Agent, as applicable, resigns or is removed, the retiring Trustee or retiring Collateral Agent Agent, as applicable, the Company, or the Holders of at least 10% in aggregate principal amount of the Securities then outstanding Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee or successor Collateral Agent, as applicable. (e) If the Trustee or Collateral Agent fails to comply with Section 7.10a Trustee, unless the Trustee’s or Collateral Agent’s duty to resign is stayed as provided in Section 310(b) of the TIA, after written request by any Holder who has been a bona fide holder of a Security Holder for at least six months months, fails to comply with Section 7.09 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee or Collateral Agent and the appointment of a successor Trustee. (f) A successor Trustee or successor Collateral Agent. (f) , as applicable, will deliver a written acceptance of its appointment to the retiring Trustee or Collateral Agent, as applicable, and to the Company. Thereupon, the resignation or removal of the retiring Trustee or Collateral Agent, as applicable, will become effective, and the successor Trustee or successor Collateral Agent, as applicable, will have all the rights, powers and duties of the Trustee or the Collateral Agent, as applicable, under this Indenture. The successor Trustee or successor Collateral Agent, as applicable, will mail a notice of its succession to Holders. The retiring Trustee or Collateral Agent, as applicable, will promptly transfer all property held by it as Trustee or Collateral Agent, as applicable, to the successor Trustee or successor Collateral Agent, as applicable; provided all sums owing to the Trustee or Collateral Agent, as applicable, hereunder have been paid and subject to the Lien provided for in Section 7.06 hereof. Notwithstanding the replacement of the Trustee or Collateral Agent pursuant to this SectionSection 7.07, the Issuers’ obligations Company’s Obligations under Section 7.07 shall 7.06 hereof will continue for the benefit of the retiring Trustee or retiring Collateral Agent, as applicable.

Replacement of Trustee and Collateral Agent. (a) The Each of the Trustee and Collateral Agent may resign at any time by so notifying the IssuersIssuer. The Holders of a majority in principal amount of the Securities Notes may remove the Trustee or Collateral Agent by so notifying the Issuer and the Trustee or Collateral Agent Agent, as applicable, in writing and may appoint a successor Trustee or Collateral Agent. The Issuers may Issuer shall remove the Trustee or the Collateral Agent if: (i) in the case of the Trustee, the Trustee or Collateral Agent fails to comply with Section 7.107.9; (ii) the Trustee or Collateral Agent Agent, as applicable, is adjudged bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or Collateral Agent or either of their respective property; or (iv) the Trustee or Collateral Agent otherwise becomes incapable of acting. If the Trustee or Collateral Agent has resigns or shall acquire a conflicting interest within the meaning of the TIA, the Trustee or Collateral Agent shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture. (b) If the Trustee or Collateral Agent resigns, is removed by the Issuers Issuer or by the Holders of a majority in principal amount of the Securities Notes and such Holders do not reasonably promptly appoint a successor Trustee or successor Collateral Agent, or if a vacancy exists in the office of Trustee or Collateral Agent for any reason (the Trustee in such event being referred to herein as the retiring Trustee) or the Collateral Agent (the Collateral Agent in such event being referred to herein as the retiring Trustee or retiring Collateral Agent)) for any reason, the Issuers Issuer shall promptly appoint a successor Trustee or successor Collateral Agent. (c) , as applicable. A successor Trustee or successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Trustee or retiring Collateral Agent and to the IssuersIssuer. Thereupon the resignation or removal of the retiring Trustee or retiring Collateral Agent Agent, as applicable, shall become effective, and the successor Trustee or successor Collateral Agent shall have all the rights, powers and duties of the Trustee or Collateral Agent under this Indenture. The successor Trustee or successor Collateral Agent shall mail send a notice of its succession to the Holders. The retiring Trustee or retiring Collateral Agent shall promptly transfer all property held by it as Trustee or Collateral Agent to the successor Trustee or successor Collateral Agent, as applicable, subject to the Lien lien provided for in Section 7.07. (d) 7.7. All costs reasonably incurred in connection with any resignation or removal hereunder shall be borne by the Issuer. If a successor Trustee or successor Collateral Agent does not take office within 60 days after the retiring Trustee or retiring Collateral Agent Agent, as applicable, resigns or is removed, the retiring Trustee or retiring Collateral Agent Agent, as applicable, or the Holders of at least 10% in principal amount of the Securities Notes may petition petition, at the expense of the Issuers Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee or successor Collateral Agent. (e) . If the Trustee or Collateral Agent fails to comply with Section 7.10, unless the Trustee’s or Collateral Agent’s duty to resign is stayed as provided in Section 310(b) of the TIAstayed, any Holder who has been a bona fide holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Trustee or Collateral Agent and the appointment of a successor Trustee or successor Collateral Agent. (f) Trustee. Notwithstanding the replacement of the Trustee or Collateral Agent pursuant to this SectionSection 7.8, the Issuers’ Issuer’s obligations under Section 7.07 7.7 shall continue for the benefit of the retiring Trustee or retiring Collateral Agent.

Replacement of Trustee and Collateral Agent. (a) The A Trustee and the Collateral Agent may resign in writing at any time and be discharged from the trust hereby created by so notifying the IssuersCompany. A resignation or removal of a Trustee or the Collateral Agent and appointment of a successor Trustee or Collateral Agent will become effective only upon the successor Trustee’s or successor Collateral Agent’s, as applicable, acceptance of appointment as provided in this Section 7.07. (b) The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes may remove a Trustee and/or the Trustee or Collateral Agent by so notifying the Trustee or Collateral Agent and may appoint a successor Trustee or and/or the Collateral Agent, as applicable, and the Company in writing. The Issuers Company may remove a Trustee and/or the Trustee or Collateral Agent Agent, as applicable, if: (i1) the Trustee or Collateral Agent fails to comply with Section 7.107.09 hereof; (ii2) the Trustee or the Collateral Agent Agent, as applicable, is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any Insolvency Laws; (iii3) a receiver custodian or other public officer takes charge of the Trustee or the Collateral Agent Agent, as applicable, or their respective its property; or (iv4) the Trustee or the Collateral Agent otherwise Agent, as applicable, becomes incapable of acting. If the Trustee or Collateral Agent has or shall acquire a conflicting interest within the meaning of the TIA, the Trustee or Collateral Agent shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture. (bc) If a Trustee and/or the Trustee or Collateral Agent resigns, resigns or is removed by the Issuers or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee or successor Collateral Agent, or if a vacancy exists in the office of Trustee or the Collateral Agent Agent, as applicable, for any reason (the Trustee or Collateral Agent in such event being referred to herein as the retiring Trustee or retiring Collateral Agent)reason, the Issuers shall Company will promptly appoint a successor Trustee or successor Collateral Agent. (c) A , as applicable. Within one year after the successor Trustee and/or successor Collateral Agent, as applicable, takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee or successor Collateral Agent shall deliver a written acceptance of its appointment Agent, as applicable, to the retiring Trustee or retiring Collateral Agent and to the Issuers. Thereupon the resignation or removal of the retiring Trustee or retiring Collateral Agent shall become effective, and the successor Trustee or successor Collateral Agent shall have all the rights, powers and duties of the Trustee or Collateral Agent under this Indenture. The successor Trustee or successor Collateral Agent shall mail a notice of its succession to the Holders. The retiring Trustee or retiring Collateral Agent shall promptly transfer all property held by it as Trustee or Collateral Agent to replace the successor Trustee or successor Collateral Agent, subject to as applicable, appointed by the Lien provided for in Section 7.07Company. (d) If a successor Trustee or successor Collateral Agent Agent, as applicable, does not take office within 60 days after the retiring Trustee or retiring Collateral Agent Agent, as applicable, resigns or is removed, the retiring Trustee or retiring Collateral Agent Agent, as applicable, the Company, or the Holders of at least 10% in aggregate principal amount of the Securities then outstanding Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee or successor Collateral Agent, as applicable. (e) If the Trustee or Collateral Agent fails to comply with Section 7.10a Trustee, unless the Trustee’s or Collateral Agent’s duty to resign is stayed as provided in Section 310(b) of the TIA, after written request by any Holder who has been a bona fide holder of a Security Holder for at least six months months, fails to comply with Section 7.09 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee or Collateral Agent and the appointment of a successor Trustee. (f) A successor Trustee or successor Collateral Agent. (f) , as applicable, will deliver a written acceptance of its appointment to the retiring Trustee or Collateral Agent, as applicable, and to the Company. Thereupon, the resignation or removal of the retiring Trustee or Collateral Agent, as applicable, will become effective, and the successor Trustee or successor Collateral Agent, as applicable, will have all the rights, powers and duties of the Trustee or the Collateral Agent, as applicable, under this Indenture. The successor Trustee or successor Collateral Agent, as applicable, will mail a notice of its succession to Holders. The retiring Trustee or Collateral Agent, as applicable, will promptly transfer all property held by it as Trustee or Collateral Agent, as applicable, to the successor Trustee or successor Collateral Agent, as applicable; provided all sums owing to the Trustee or Collateral Agent, as applicable, hereunder have been paid and subject to the Lien provided for in Section 7.06 hereof. Notwithstanding the replacement of the Trustee or Collateral Agent pursuant to this SectionSection 7.07, the Issuers’ obligations Company’s Obligations under Section 7.07 shall 7.06 hereof will continue for the benefit of the retiring Trustee or retiring Collateral Agent, as applicable.

Replacement of Trustee and Collateral Agent. (a) A resignation or removal of the Trustee or the Collateral Agent and appointment of a successor Trustee or Collateral Agent, as applicable, shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.8. (b) The Trustee and or the Collateral Agent may resign with 30 days prior written notice at any time and be discharged from the trust hereby created by so notifying the IssuersIssuers in writing. The Holders of a majority in principal amount of the Securities then outstanding Notes may remove the Trustee or the Collateral Agent by so notifying the Trustee or the Collateral Agent with 30 days prior written notice and may appoint a successor Trustee or Collateral Agentthe Issuers in writing. The Issuers may remove the Trustee or Collateral Agent if: (i) the Trustee or Collateral Agent fails to comply with Section 7.107.10 hereof; (ii) the Trustee or Collateral Agent is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a receiver Custodian or other public officer takes charge of the Trustee or its property or the Collateral Agent or their respective its property; or (iv) the Trustee or the Collateral Agent otherwise becomes incapable of acting. If the Trustee or Collateral Agent has or shall acquire a conflicting interest within the meaning of the TIA, the Trustee or Collateral Agent shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture. (bc) If the Trustee or the Collateral Agent resigns, resigns or is removed by the Issuers or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee or successor Collateral Agent, or if a vacancy exists in the office of Trustee or Collateral Agent for any reason (the Trustee or Collateral Agent in such event being referred to herein as the retiring Trustee or retiring Collateral Agent)reason, the Issuers shall notify each Holder of such event and shall promptly appoint a successor Trustee or successor Collateral Agent, as applicable; provided however, that in the case of bankruptcy or insolvency, the resigning Trustee or Collateral Agent, as applicable, shall have the right to appoint a successor trustee or collateral agent, as applicable, within ten (10) business days after such notice of resignation if the Issuers have not appointed a successor trustee. (cd) A successor Trustee or successor Collateral Agent Agent, as applicable, shall deliver a written acceptance of its appointment to the retiring Trustee or retiring Collateral Agent and to the Issuers. Thereupon Promptly after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.7 hereof, the resignation or removal of the retiring Trustee or retiring Collateral Agent shall become effective, and the successor Trustee or successor Collateral Agent shall have all the rights, powers and duties of the Trustee or Collateral Agent under this Indenture. The A successor Trustee or successor Collateral Agent shall mail a deliver notice of its succession to the Holders. The retiring Trustee or retiring Collateral Agent shall promptly transfer all property held by it as Trustee or Collateral Agent to the successor Trustee or successor Collateral Agent, subject to the Lien provided for in Section 7.07each Holder. (de) If a successor Trustee or successor Collateral Agent does not take office within 60 days after the retiring Trustee or retiring Collateral Agent resigns or is removed, the retiring Trustee or retiring Collateral Agent Agent, the Issuers or the Holders of at least 10% in aggregate principal amount of the Securities all outstanding Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee or successor Collateral Agent. (ef) If the Trustee or Collateral Agent fails to comply with Section 7.10, unless the Trustee’s or Collateral Agent’s duty to resign is stayed as provided in Section 310(b) of the TIA7.10 hereof, any Holder who has been a bona fide holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Trustee or Collateral Agent and the appointment of a successor Trustee or successor Collateral Agent. (fg) Notwithstanding the replacement of the Trustee or Collateral Agent pursuant to this SectionSection 7.8, the Issuers’ obligations under Section 7.07 7.7 hereof shall continue for the benefit of the retiring Trustee or retiring Collateral Agent.

Replacement of Trustee and Collateral Agent. (a) The Trustee and or the Collateral Agent may resign at any time by so notifying the IssuersCompany and the Subsidiary Guarantors in writing. The Holders of a majority in principal amount of the Securities outstanding Notes may remove the Trustee or the Collateral Agent by so notifying the removed Trustee or Collateral Agent Agent, as applicable, in writing and may appoint a successor Trustee or Collateral Agent, as applicable, with the Company's written consent, which consent shall not be unreasonably withheld. The Issuers Company may remove the Trustee or the Collateral Agent at its election if: (i1) the Trustee or Collateral Agent such Person fails to comply with Section 7.107.10 hereof; (ii2) the Trustee or Collateral Agent such Person is adjudged bankrupt or insolvent; (iii3) a receiver or other public officer takes charge of the Trustee such Person or Collateral Agent or their respective its property; or; (iv4) the Trustee or Collateral Agent such Person otherwise becomes incapable of acting; or (5) a successor corporation becomes successor Trustee or Collateral Agent, as applicable, pursuant to Section 7.09 below. If the Trustee or the Collateral Agent has resigns or shall acquire a conflicting interest within the meaning of the TIA, the Trustee or Collateral Agent shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture. (b) If the Trustee or Collateral Agent resigns, is removed by the Issuers or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee or successor Collateral Agent, or if a vacancy exists in the office of Trustee or Collateral Agent for any reason (the Trustee or Collateral Agent in such event being referred to herein as the retiring Trustee or retiring Collateral Agent)reason, the Issuers Company shall promptly appoint a successor Trustee or successor Collateral Agent. , as applicable. If a successor Trustee or Collateral Agent, as applicable, does not take office within 30 days after such retiring Person resigns or is removed, the retiring Person (c) at the expense of the Company), the Company or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee or Collateral Agent, as applicable. If the Trustee or the Collateral Agent fails to comply with Section 7.10 hereof, any Holder may petition any court of competent jurisdiction for the removal of such Person and the appointment of a successor Trustee or Collateral Agent, as applicable. A successor Trustee or successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Trustee or retiring Collateral Agent Person and to the IssuersCompany. Thereupon Immediately following such delivery, the retiring Person shall, subject to its rights under Section 7.07 hereof, transfer all property held by it as Trustee or Collateral Agent to its successor, the resignation or removal of the retiring Trustee or retiring Collateral Agent Person shall become effective, and the successor Trustee or successor Collateral Agent Agent, as applicable, shall have all the rights, powers and duties of the Trustee under this Indenture or the Collateral Agent under this Indenturethe Security Documents, as applicable. The A successor Trustee or successor Collateral Agent shall mail a notice of its succession to the Holderseach Holder. The retiring Trustee or retiring Collateral Agent shall promptly transfer all property held by it as Trustee or Collateral Agent to the successor Trustee or successor Collateral Agent, subject to the Lien provided for in Section 7.07. (d) If a successor Trustee or successor Collateral Agent does not take office within 60 days after the retiring Trustee or retiring Collateral Agent resigns or is removed, the retiring Trustee or retiring Collateral Agent or the Holders of 10% in principal amount of the Securities may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee or successor Collateral Agent. (e) If the Trustee or Collateral Agent fails to comply with Section 7.10, unless the Trustee’s or Collateral Agent’s duty to resign is stayed as provided in Section 310(b) of the TIA, any Holder who has been a bona fide holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Trustee or Collateral Agent and the appointment of a successor Trustee or successor Collateral Agent. (f) Notwithstanding the replacement of the Trustee or the Collateral Agent pursuant to this SectionSection 7.08, the Issuers’ Company's obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee or retiring Collateral AgentPerson.

Replacement of Trustee and Collateral Agent. (a) A resignation or removal of the Trustee or Collateral Agent and appointment of a successor Trustee or Collateral Agent shall become effective only upon the successor Trustee’s or Collateral Agent’s acceptance of appointment as provided in this Section 7.7. The Trustee and or Collateral Agent may resign at any time by so notifying the IssuersIssuer in writing not less than 30 days prior to such resignation. The Holders of at least a majority in outstanding principal amount of the Securities outstanding Notes may remove the Trustee or Collateral Agent by so notifying the Trustee or Collateral Agent and may appoint a successor Trustee or Collateral Agentthe Issuer in writing not less than 30 days prior to such resignation. The Issuers may Issuer shall remove the Trustee or Collateral Agent if: (ia) the Trustee or Collateral Agent fails to comply with Section 7.107.9; (iib) the Trustee or Collateral Agent is adjudged bankrupt bankrupt, insolvent or insolventan order of relief is entered with respect to the Trustee or Collateral Agent under any Bankruptcy Law; (iiic) a receiver or other public officer takes charge of the Trustee or Collateral Agent or their respective its property; or (ivd) the Trustee or Collateral Agent otherwise becomes incapable of acting. If the Trustee or Collateral Agent has resigns or shall acquire a conflicting interest within the meaning of the TIA, the Trustee or Collateral Agent shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture. (b) If the Trustee or Collateral Agent resigns, is removed by the Issuers or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee or successor Collateral Agentremoved, or if a vacancy exists in the office of Trustee or Collateral Agent for any reason (the Trustee or Collateral Agent in such event being referred to herein as the retiring Trustee or retiring Collateral Agent)reason, the Issuers Issuer shall promptly appoint a successor Trustee or successor Collateral Agent. (c) . Within one year after the successor Trustee or Collateral Agent takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee or Collateral Agent to replace the successor Trustee or Collateral Agent appointed by the Issuer. If the successor Trustee or Collateral Agent does not deliver its written acceptance required by the next succeeding paragraph of Section 7.7 within 30 days after the retiring Trustee or Collateral Agent resigns or is removed, the retiring Trustee or Collateral Agent, the Issuer or the Holders of at least 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 Trustee or Collateral Agent. Any resignation or removal of the Trustee automatically effects the corresponding resignation or removal of the Collateral Agent; any resignation or removal of the Collateral Agent automatically effects the corresponding resignation or removal of the Trustee. A successor Trustee or successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Trustee or retiring Collateral Agent and to the IssuersIssuer. Thereupon the resignation or removal of the retiring Trustee or retiring Collateral Agent shall become effective, and the successor Trustee or successor Collateral Agent shall have all the rights, powers and duties of the Trustee or Collateral Agent under this IndentureIndenture and any other Indenture Document. The successor Trustee or successor Collateral Agent shall mail a notice of its succession to Holders, the HoldersIssuer, the Guarantors, and ABL Collateral Agent and each Pari Passu Collateral Agent at the addresses set forth in the Junior Lien Intercreditor Agreement. The retiring Trustee or retiring Collateral Agent shall promptly transfer all property held by it as Trustee or Collateral Agent to the successor Trustee or successor Collateral Agent, subject to the Lien provided for in Section 7.07. (d) . If a successor Trustee or successor Collateral Agent does not take office within 60 days after the retiring Trustee or retiring Collateral Agent resigns or is removed, the retiring Trustee or retiring Collateral Agent Agent, the Issuer or the Holders of 10at least 25% in outstanding principal amount of the Securities Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee or successor Collateral Agent. (e) Agent at the expense of the Issuer. If the Trustee or Collateral Agent fails to comply with Section 7.10, unless the Trustee’s or Collateral Agent’s duty to resign is stayed as provided in Section 310(b) of the TIA7.9, any Holder who has been a bona fide holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the such Trustee or Collateral Agent and the appointment of a successor Trustee or successor Collateral Agent. (f) . Notwithstanding the any resignation or replacement of the Trustee or Collateral Agent pursuant to this SectionSection 7.7, the IssuersIssuer’s and the Guarantors’ obligations under Section 7.07 7.6 shall continue for the benefit of the retiring Trustee or retiring Collateral Agent.

Replacement of Trustee and Collateral Agent. (a) The Trustee and or the Collateral Agent may resign in writing at any time and be discharged from the trust hereby created by so notifying the IssuersCompany. A resignation or removal of the Trustee or the Collateral Agent and appointment of a successor Trustee or Collateral Agent will become effective only upon the successor Trustee’s or successor Collateral Agent’s, as applicable, acceptance of appointment as provided in this Section 7.07. (b) The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes may remove the Trustee or and/or the Collateral Agent by so notifying the Trustee or Collateral Agent and may appoint a successor Trustee or and/or the Collateral Agent, as applicable, and the Company in writing. The Issuers Company may remove the Trustee or and/or the Collateral Agent Agent, as applicable, if: (i1) the Trustee or Collateral Agent fails to comply with Section 7.107.09 hereof; (ii2) the Trustee or the Collateral Agent Agent, as applicable, is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any Insolvency Laws; (iii3) a receiver custodian or other public officer takes charge of the Trustee or the Collateral Agent Agent, as applicable, or their respective its property; or (iv4) the Trustee or the Collateral Agent otherwise Agent, as applicable, becomes incapable of acting. If the Trustee or Collateral Agent has or shall acquire a conflicting interest within the meaning of the TIA, the Trustee or Collateral Agent shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture. (bc) If the Trustee or and/or the Collateral Agent resigns, resigns or is removed by the Issuers or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee or successor Collateral Agent, or if a vacancy exists in the office of Trustee or the Collateral Agent Agent, as applicable, for any reason (the Trustee or Collateral Agent in such event being referred to herein as the retiring Trustee or retiring Collateral Agent)reason, the Issuers shall Company will promptly appoint a successor Trustee or successor Collateral Agent. (c) A , as applicable. Within one year after the successor Trustee and/or successor Collateral Agent, as applicable, takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee or successor Collateral Agent shall deliver a written acceptance of its appointment Agent, as applicable, to the retiring Trustee or retiring Collateral Agent and to the Issuers. Thereupon the resignation or removal of the retiring Trustee or retiring Collateral Agent shall become effective, and the successor Trustee or successor Collateral Agent shall have all the rights, powers and duties of the Trustee or Collateral Agent under this Indenture. The successor Trustee or successor Collateral Agent shall mail a notice of its succession to the Holders. The retiring Trustee or retiring Collateral Agent shall promptly transfer all property held by it as Trustee or Collateral Agent to replace the successor Trustee or successor Collateral Agent, subject to as applicable, appointed by the Lien provided for in Section 7.07Company. (d) If a successor Trustee or successor Collateral Agent Agent, as applicable, does not take office within 60 days after the retiring Trustee or retiring Collateral Agent Agent, as applicable, resigns or is removed, the retiring Trustee or retiring Collateral Agent Agent, as applicable, the Company, or the Holders of at least 10% in aggregate principal amount of the Securities then outstanding Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee or successor Collateral Agent, as applicable. (e) If the Trustee or Collateral Agent fails to comply with Section 7.10Trustee, unless the Trustee’s or Collateral Agent’s duty to resign is stayed as provided in Section 310(b) of the TIA, after written request by any Holder who has been a bona fide holder of a Security Holder for at least six months months, fails to comply with Section 7.09 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee or Collateral Agent and the appointment of a successor Trustee. (f) A successor Trustee or successor Collateral Agent. (f) , as applicable, will deliver a written acceptance of its appointment to the retiring Trustee or Collateral Agent, as applicable, and to the Company. Thereupon, the resignation or removal of the retiring Trustee or Collateral Agent, as applicable, will become effective, and the successor Trustee or successor Collateral Agent, as applicable, will have all the rights, powers and duties of the Trustee or the Collateral Agent, as applicable, under this Indenture. The successor Trustee or successor Collateral Agent, as applicable, will mail a notice of its succession to Holders. The retiring Trustee or Collateral Agent, as applicable, will promptly transfer all property held by it as Trustee or Collateral Agent, as applicable, to the successor Trustee or successor Collateral Agent, as applicable; provided, that all sums owing to the Trustee or Collateral Agent, as applicable, hereunder have been paid and subject to the Lien provided for in Section 7.06 hereof. Notwithstanding the replacement of the Trustee or Collateral Agent pursuant to this SectionSection 7.07, the Issuers’ obligations Company’s Obligations under Section 7.07 shall 7.06 hereof will continue for the benefit of the retiring Trustee or retiring Collateral Agent, as applicable.

Replacement of Trustee and Collateral Agent. (a) A resignation or removal of the Trustee or Collateral Agent and appointment of a successor Trustee or Collateral Agent shall become effective only upon the successor Trustee’s or Collateral Agent’s acceptance of appointment as provided in this Section 7.7. The Trustee and or Collateral Agent may resign at any time by so notifying the IssuersIssuer in writing not less than 30 days prior to such resignation. The Holders of at least a majority in outstanding principal amount of the Securities outstanding Notes may remove the Trustee or Collateral Agent by so notifying the Trustee or Collateral Agent and may appoint a successor Trustee or Collateral Agentthe Issuer in writing not less than 30 days prior to such resignation. The Issuers may Issuer shall remove the Trustee or Collateral Agent if: (ia) the Trustee or Collateral Agent fails to comply with Section 7.107.9; (iib) the Trustee or Collateral Agent is adjudged bankrupt bankrupt, insolvent or insolventan order of relief is entered with respect to the Trustee or Collateral Agent under any Bankruptcy Law; (iiic) a receiver or other public officer takes charge of the Trustee or Collateral Agent or their respective its property; or (ivd) the Trustee or Collateral Agent otherwise becomes incapable of acting. If the Trustee or Collateral Agent has resigns or shall acquire a conflicting interest within the meaning of the TIA, the Trustee or Collateral Agent shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture. (b) If the Trustee or Collateral Agent resigns, is removed by the Issuers or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee or successor Collateral Agentremoved, or if a vacancy exists in the office of Trustee or Collateral Agent for any reason (the Trustee or Collateral Agent in such event being referred to herein as the retiring Trustee or retiring Collateral Agent)reason, the Issuers Issuer shall promptly appoint a successor Trustee or successor Collateral Agent. (c) . Within one year after the successor Trustee or Collateral Agent takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee or Collateral Agent to replace the successor Trustee or Collateral Agent appointed by the Issuer. If the successor Trustee or Collateral Agent does not deliver its written acceptance required by the next succeeding paragraph of Section 7.7 within 30 days after the retiring Trustee or Collateral Agent resigns or is removed, the retiring Trustee or Collateral Agent, the Issuer or the Holders of at least 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 Trustee or Collateral Agent. Any resignation or removal of the Trustee automatically effects the corresponding resignation or removal of the Collateral Agent; any resignation or removal of the Collateral Agent automatically effects the corresponding resignation or removal of the Trustee. A successor Trustee or successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Trustee or retiring Collateral Agent and to the IssuersIssuer. Thereupon the resignation or removal of the retiring Trustee or retiring Collateral Agent shall become effective, and the successor Trustee or successor Collateral Agent shall have all the rights, powers and duties of the Trustee or Collateral Agent under this IndentureIndenture and any other Indenture Document. The successor Trustee or successor Collateral Agent shall mail a notice of its succession to Holders, the HoldersIssuer, the Guarantors, and Collateral Agent and each Notes/Term Collateral Agent at the addresses set forth in the Junior Lien Intercreditor Agreement. The retiring Trustee or retiring Collateral Agent shall promptly transfer all property held by it as Trustee or Collateral Agent to the successor Trustee or successor Collateral Agent, subject to the Lien provided for in Section 7.07. (d) . If a successor Trustee or successor Collateral Agent does not take office within 60 days after the retiring Trustee or retiring Collateral Agent resigns or is removed, the retiring Trustee or retiring Collateral Agent Agent, the Issuer or the Holders of 10at least 25% in outstanding principal amount of the Securities Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee or successor Collateral Agent. (e) Agent at the expense of the Issuer. If the Trustee or Collateral Agent fails to comply with Section 7.10, unless the Trustee’s or Collateral Agent’s duty to resign is stayed as provided in Section 310(b) of the TIA7.9, any Holder who has been a bona fide holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the such Trustee or Collateral Agent and the appointment of a successor Trustee or successor Collateral Agent. (f) . Notwithstanding the any resignation or replacement of the Trustee or Collateral Agent pursuant to this SectionSection 7.7, the IssuersIssuer’s and the Guarantors’ obligations under Section 7.07 7.6 shall continue for the benefit of the retiring Trustee or retiring Collateral Agent.