Common use of Resignation and Removal of the Collateral Agent Clause in Contracts

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving at least 90 days’ prior written notice (or such lesser period as may be agreed by the Borrower, the Administrative Agent and the Indenture Trustee) to the Borrower, the Indenture Trustee and the Administrative Agent, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Agent, (ii) the acceptance of such appointment by such successor Collateral Agent and (iii) the approval of such successor Collateral Agent evidenced by one or more instruments signed by the Administrative Agent, the Indenture Trustee and, unless an Event of Default shall have occurred and be continuing, the Borrower (which approval of the Borrower shall not be unreasonably withheld or delayed). If no successor Collateral Agent shall be appointed and shall have accepted such appointment within 90 days after the Collateral Agent gives the aforesaid notice of resignation, the Collateral Agent, the Indenture Trustee or the Administrative Agent may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent shall have been appointed as provided in this Section 5.6. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Administrative Agent as provided in clause (b) of this Section 5.6. The Administrative Agent may, at any time upon giving at least 30 days’ prior written notice thereof to the Collateral Agent, in conjunction with the resignation or removal of the Indenture Trustee under the 2012 Indenture, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayed), remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon the appointment of a successor Collateral Agent as provided by clause (b) of this Section 5.6 and acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving at least 90 30 days’ prior written notice (or such lesser period as may be agreed by the Borrower, the Administrative Agent and the Indenture Trustee) to the BorrowerCompany, the Indenture Trustee and the Administrative Agenteach New Representative (if any), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice and (ii) the appointment of a successor Collateral Agenttrustee or trustees by the Company, (ii) the acceptance of such appointment by such successor Collateral Agent trustee or trustees, and (iii) the approval of such successor trustee or trustees by the Majority Holders; provided that no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent evidenced by one may be removed at any time and a successor trustee or more instruments signed trustees appointed by the Administrative Agent, the Indenture Trustee and, unless an Event of Default shall have occurred and be continuing, the Borrower (which approval affirmative vote of the Borrower Majority Holders; provided that the Collateral Agent shall not be unreasonably withheld or delayed)paid its fees and reasonable expenses to the date of removal. If no successor Collateral Agent trustee or trustees shall be appointed and shall have accepted such appointment approved within 90 30 days after from the Collateral Agent gives date of the giving of the aforesaid notice of resignation, the Collateral AgentAgent shall, or the Indenture Trustee Trustee, any New Representative or the Administrative Agent may any other Secured Party may, apply to any court of competent jurisdiction to appoint a successor Collateral Agent trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor Collateral Agent trustee or trustees shall have been appointed as provided in this Section 5.6above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed trustee or trustees approved by the Administrative Agent Majority Holders as provided in clause (b) of this Section 5.6. The Administrative Agent may, at any time upon giving at least 30 days’ prior written notice thereof to the Collateral Agent, in conjunction with the resignation or removal of the Indenture Trustee under the 2012 Indenture, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayed), remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon the appointment of a successor Collateral Agent as provided by clause (b) of this Section 5.6 and acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removalabove provided.

Resignation and Removal of the Collateral Agent. (ai) The Collateral Agent may at any time, by giving at least 90 30 days’ ' prior written notice (or such lesser period as may be agreed by to the BorrowerCompany, the Administrative Agent and the Indenture Trustee) to the Borrower, the Senior Indenture Trustee and the Administrative Agenteach Additional Authorized Representative (if any), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (iA) 30 days from the date of such notice and (B) the appointment of a successor Collateral Agentcollateral agent or agents by the Company, (ii) the acceptance of such appointment by such successor Collateral Agent collateral agent or agents, and (iii) the approval of such successor Collateral Agent evidenced collateral agent or agents by one or more instruments signed by the Administrative Agent, the Indenture Trustee and, unless an Event of Default shall have occurred and be continuing, the Borrower each Authorized Representative (which such approval of the Borrower shall not to be unreasonably withheld withheld, conditioned or delayed); provided that no resignation shall become effective unless and until a successor collateral agent has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor collateral agent or collateral agents appointed by each of the Authorized Representatives; provided that the Collateral Agent shall be paid its fees and expenses pursuant to Section 5(c) and all other amounts owed to it under this Agreement to the date of removal. Any successor Collateral Agent appointed pursuant to this Section 6(g) shall (x) satisfy the requirements of Section 310(a) of the Trust Indenture Act of 1939 and have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition or (y) be any other Person that is acceptable to the Company and the Required Secured Parties of each Class of Secured Obligations. If no successor Collateral Agent collateral agent or agents shall be appointed and shall have accepted such appointment approved within 90 30 days after from the Collateral Agent gives date of the giving of the aforesaid notice of resignationresignation or removal, the Collateral Agent, the Senior Indenture Trustee Trustee, any Additional Authorized Representative or the Administrative Agent may any other Secured Party may, apply to any court of competent jurisdiction jurisdiction, at the reasonable expense of the Company, to appoint a successor Collateral Agent collateral agent or agents (which may be an individual or individuals) to act until such time, if any, as a successor Collateral Agent collateral agent or agents shall have been appointed as provided in this Section 5.6above provided. Any successor collateral agent or agents so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent collateral agent or agents appointed by the Administrative Agent Authorized Representatives as provided in clause (b) of this Section 5.6above provided. The Administrative Agent may, at any time upon giving at least 30 days’ prior written notice thereof to the Collateral Agent, in conjunction with the resignation or removal of the Indenture Trustee under the 2012 Indenture, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayed), remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon Upon the appointment of a successor Collateral Agent as provided by clause (b) hereunder and the transfer of this Section 5.6 and acceptance of such appointment all property held by the successor. The resigning Collateral Agent, the resigning Collateral Agent obligations hereunder shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removalcease.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving at least 90 30 days’ prior written notice (or such lesser period as may be agreed by the Borrower, the Administrative Agent to Company and the Indenture Trustee) to the Borrower, the Indenture Trustee and the Administrative Agent, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor Collateral Agenttrustee or trustees by Company, (ii) the acceptance of such appointment by such successor Collateral Agent trustee or trustees, and (iii) the approval of such successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent evidenced by one may be removed at any time and a successor trustee or more instruments signed trustees appointed by the Administrative Agent, the Indenture Trustee and, unless an Event of Default shall have occurred and be continuing, the Borrower (which approval affirmative vote of the Borrower Majority Holders; provided that the Collateral Agent shall not be unreasonably withheld or delayed)entitled to its fees and expenses to the date of removal. If no successor Collateral Agent trustee or trustees shall be appointed and shall have accepted such appointment approved within 90 30 days after from the Collateral Agent gives date of the giving of the aforesaid notice of resignation, resignation the Collateral AgentAgent shall, or the Indenture Trustee or the Administrative Agent may any Holder may, apply to any court of competent jurisdiction to appoint a successor Collateral Agent trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor Collateral Agent trustee or trustees shall have been appointed as provided in this Section 5.6above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed trustee or trustees approved by the Administrative Agent Majority Holders as provided in clause (b) of this Section 5.6. The Administrative Agent may, at any time upon giving at least 30 days’ prior written notice thereof to the Collateral Agent, in conjunction with the resignation or removal of the Indenture Trustee under the 2012 Indenture, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayed), remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon the appointment of a successor Collateral Agent as provided by clause (b) of this Section 5.6 and acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removalabove provided.

Resignation and Removal of the Collateral Agent. (ai) The Collateral Agent may at any time, by giving at least 90 30 days’ prior written notice (or such lesser period as may be agreed by to the BorrowerCompany, the Administrative Agent and the Indenture Trustee) to the Borrower, the Senior Indenture Trustee and the Administrative Agenteach Additional Authorized Representative (if any), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (iA) 30 days from the date of such notice and (B) the appointment of a successor Collateral Agenttrustee or trustees by the Company, (ii) the acceptance of such appointment by such successor Collateral Agent trustee or trustees, and (iii) the approval of such successor trustee or trustees by each Authorized Representative; provided that no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent evidenced may be removed at any time and a successor trustee or trustees appointed by one or more instruments signed by the Administrative Agent, the Indenture Trustee and, unless an Event of Default shall have occurred and be continuing, the Borrower (which approval each of the Borrower Authorized Representatives; provided that the Collateral Agent shall not be unreasonably withheld paid its fees and expenses to the date of removal. Any successor Collateral Agent appointed pursuant to this Section 6(g) shall be (x) a commercial bank or delayed)other financial institution or trust company organized under the laws of the United States of America or any state thereof having (1) a combined capital and surplus of at least $250,000,000 and (2) a rating of its long-term senior unsecured indebtedness of “A-2” or better by Xxxxx’x or “A” or better by S&P or (y) any other Person that is acceptable to the Company and the Required Secured Parties of each Class of Secured Obligations. If no successor Collateral Agent trustee or trustees shall be appointed and shall have accepted such appointment approved within 90 30 days after from the Collateral Agent gives date of the giving of the aforesaid notice of resignationresignation or removal, the Collateral Agent, the Senior Indenture Trustee Trustee, any Additional Authorized Representative or the Administrative Agent may any other Secured Party may, apply to any court of competent jurisdiction jurisdiction, at the expense of the Company, to appoint a successor Collateral Agent trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor Collateral Agent trustee or trustees shall have been appointed as provided in this Section 5.6above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent trustee or trustees appointed by the Administrative Agent Authorized Representatives as provided in clause (b) of this Section 5.6. The Administrative Agent may, at any time upon giving at least 30 days’ prior written notice thereof to the Collateral Agent, in conjunction with the resignation or removal of the Indenture Trustee under the 2012 Indenture, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayed), remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon the appointment of a successor Collateral Agent as provided by clause (b) of this Section 5.6 and acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removalabove provided.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving at least 90 30 days’ prior written notice (or such lesser period as may be agreed by the Borrower, the Administrative Agent and the Indenture Trustee) to the BorrowerCompany, the Indenture Trustee and the Administrative Agenteach New Second Lien Representative (if any), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice and (ii) the appointment of a successor Collateral Agenttrustee or trustees by the Company, (ii) the acceptance of such appointment by such successor Collateral Agent trustee or trustees, and (iii) the approval of such successor trustee or trustees by the Majority Holders; provided that no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent evidenced by one may be removed at any time and a successor trustee or more instruments signed trustees appointed by the Administrative Agent, the Indenture Trustee and, unless an Event of Default shall have occurred and be continuing, the Borrower (which approval affirmative vote of the Borrower Majority Holders; provided that the Collateral Agent shall not be unreasonably withheld or delayed)paid its fees and expenses to the date of removal. If no successor Collateral Agent trustee or trustees shall be appointed and shall have accepted such appointment approved within 90 30 days after from the Collateral Agent gives date of the giving of the aforesaid notice of resignation, the Collateral AgentAgent shall, or the Indenture Trustee Trustee, any New Second Lien Representative or the Administrative Agent may any other Second Lien Secured Party may, apply to any court of competent jurisdiction to appoint a successor Collateral Agent trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor Collateral Agent trustee or trustees shall have been appointed as provided in this Section 5.6above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed trustee or trustees approved by the Administrative Agent Majority Holders as provided in clause (b) of this Section 5.6. The Administrative Agent may, at any time upon giving at least 30 days’ prior written notice thereof to the Collateral Agent, in conjunction with the resignation or removal of the Indenture Trustee under the 2012 Indenture, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayed), remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon the appointment of a successor Collateral Agent as provided by clause (b) of this Section 5.6 and acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removalabove provided.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving at least 90 30 days’ prior written notice (or such lesser period as may be agreed by the Borrower, the Administrative Agent to Company and the Indenture Trustee) to the Borrower, the Indenture Trustee and the Administrative AgentTrustees, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor Collateral Agenttrustee or trustees by Company, (ii) the acceptance of such appointment by such successor Collateral Agent trustee or trustees, and (iii) the approval of such successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent evidenced by one may be removed at any time and a successor trustee or more instruments signed trustees appointed by the Administrative Agent, the Indenture Trustee and, unless an Event of Default shall have occurred and be continuing, the Borrower (which approval affirmative vote of the Borrower Majority Holders; provided that the Collateral Agent shall not be unreasonably withheld or delayed)entitled to its fees and expenses to the date of removal. If no successor Collateral Agent trustee or trustees shall be appointed and shall have accepted such appointment approved within 90 30 days after from the Collateral Agent gives date of the giving of the aforesaid notice of resignation, resignation the Collateral AgentAgent shall, the Indenture or any Trustee or the Administrative Agent may any Holder may, apply to any court of competent jurisdiction to appoint a successor Collateral Agent trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor Collateral Agent trustee or trustees shall have been appointed as provided in this Section 5.6above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed trustee or trustees approved by the Administrative Agent Majority Holders as provided in clause (b) of this Section 5.6. The Administrative Agent may, at any time upon giving at least 30 days’ prior written notice thereof to the Collateral Agent, in conjunction with the resignation or removal of the Indenture Trustee under the 2012 Indenture, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayed), remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon the appointment of a successor Collateral Agent as provided by clause (b) of this Section 5.6 and acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removalabove provided.

Resignation and Removal of the Collateral Agent. (ai) The Collateral Agent may at any time, by giving at least 90 30 days’ prior written notice (or such lesser period as may be agreed by to the BorrowerCompany, the Administrative Agent and the Indenture Trustee) to the Borrower, the Senior Indenture Trustee and the Administrative Agenteach Additional Authorized Representative (if any), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (iA) 30 days from the date of such notice and (B) the appointment of a successor Collateral Agentcollateral agent or agents by the Company, (ii) the acceptance of such appointment by such successor Collateral Agent collateral agent or agents, and (iii) the approval of such successor Collateral Agent evidenced collateral agent or agents by one or more instruments signed by the Administrative Agent, the Indenture Trustee and, unless an Event of Default shall have occurred and be continuing, the Borrower each Authorized Representative (which such approval of the Borrower shall not to be unreasonably withheld withheld, conditioned or delayed); provided that no resignation shall become effective unless and until a successor collateral agent has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor collateral agent or collateral agents appointed by each of the Authorized Representatives; provided that the Collateral Agent shall be paid its fees and expenses pursuant to Section 5(c) and all other amounts owed to it under this Agreement to the date of removal. If no successor Collateral Agent collateral agent or agents shall be appointed and shall have accepted such appointment approved within 90 30 days after from the Collateral Agent gives date of the giving of the aforesaid notice of resignationresignation or removal, the Collateral Agent, the Senior Indenture Trustee Trustee, any Additional Authorized Representative or the Administrative Agent may any other Secured Party may, apply to any court of competent jurisdiction jurisdiction, at the reasonable expense of the Company, to appoint a successor Collateral Agent collateral agent or agents (which may be an individual or individuals) to act until such time, if any, as a successor Collateral Agent collateral agent or agents shall have been appointed as provided in this Section 5.6above provided. Any successor collateral agent or agents so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent collateral agent or agents appointed by the Administrative Agent Authorized Representatives as provided in clause (b) of this Section 5.6above provided. The Administrative Agent may, at any time upon giving at least 30 days’ prior written notice thereof to the Collateral Agent, in conjunction with the resignation or removal of the Indenture Trustee under the 2012 Indenture, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayed), remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon Upon the appointment of a successor Collateral Agent as provided by clause (b) hereunder and the transfer of this Section 5.6 and acceptance of such appointment all property held by the successor. The resigning Collateral Agent, the resigning Collateral Agent obligations hereunder shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removalcease.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving at least 90 days’ prior written notice (or such lesser period as may be agreed by to the Borrower, the Administrative Agent and the Indenture Trustee) to the Borrower, the Indenture Trustee and the Administrative AgentBond Trustees, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Agent, (ii) the acceptance of such appointment by such successor Collateral Agent and (iii) the approval of such successor Collateral Agent evidenced by one or more instruments signed by the Administrative AgentAgent and the Borrower (which approval, in the Indenture Trustee andcase of the Borrower, unless shall not be unreasonably withheld and shall not be required if an Event of Default shall have occurred and be continuing, the Borrower (which approval of the Borrower shall not be unreasonably withheld or delayed). If no successor Collateral Agent shall be appointed and shall have accepted such appointment within 90 days after the Collateral Agent gives the aforesaid notice of resignation, the Collateral Agent, the Indenture Trustee or Borrower, the Administrative Agent Agent, the Bond Trustees or any other Secured Party may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent shall have been appointed as provided in this Section 5.69.14. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Administrative Agent as provided in clause (b) of this Section 5.69.14(b). The Administrative Agent may, at any time upon giving at least 30 days’ ' prior written notice thereof to the Collateral Agent, in conjunction with Agent and the resignation or removal of the Indenture Trustee under the 2012 Indenture, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayed)Bond Trustees, remove the Collateral Agent and appoint a successor Collateral Agent, subject to the approval of the Borrower to the extent required by clause (iii) above, such removal to be effective upon the appointment of a successor Collateral Agent as provided by clause (b) of this Section 5.6 and acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving at least 90 days’ prior written notice (or such lesser period as may be agreed by the Borrower, the Administrative Agent and the Indenture Trustee) to the Borrower, the Indenture Trustee Borrower and the Administrative Agent, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Agent, (ii) the acceptance of such appointment by such successor Collateral Agent and (iii) the approval of such successor Collateral Agent evidenced by one or more instruments signed by the Administrative Agent, the Indenture Trustee and, unless an Event of Default shall have occurred Agent and be continuing, the Borrower (which approval approval, in the case of the Borrower Borrower, shall not be unreasonably withheld or delayedwithheld). If no successor Collateral Agent shall be appointed and shall have accepted such appointment within 90 days after the Collateral Agent gives the aforesaid notice of resignation, the Collateral Agent, the Indenture Trustee or Borrower, the Administrative Agent or any Bank may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent shall have been appointed as provided in this Section 5.6. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Administrative Agent as provided in clause (b) of this Section 5.65.6(b). The Administrative Agent may, at any time upon giving at least 30 days’ prior written notice thereof to the Collateral Agent, in conjunction with the resignation or removal of the Indenture Trustee under the 2012 Indenture, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayed), remove the Collateral Agent and appoint a successor Collateral AgentAgent reasonably acceptable to the Borrower, such removal to be effective upon the appointment of a successor Collateral Agent as provided by clause (b) of this Section 5.6 and acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may resign at any time, time by giving at least 90 sixty (60) days’ prior written notice (or such lesser period as thereof to the Investors and the Company and may be agreed removed at any time by the BorrowerRequired Holders, the Administrative Agent and the Indenture Trustee) to the Borrower, the Indenture Trustee and the Administrative Agent, resign and be discharged of the responsibilities hereby created, with any such resignation or removal to become effective only upon (i) the appointment of a successor Collateral Agent under this Section14.6. Upon any such resignation or removal, (i) the Required Holders will have the right to appoint a successor Collateral Agent, and (ii) the acceptance of such appointment by such successor Collateral Agent and (iii) the approval of such successor Collateral Agent evidenced by one unless a Default or more instruments signed by the Administrative Agent, the Indenture Trustee and, unless an Event of Default shall have occurred and be continuing, the Borrower (which Company shall have the right to approve such appointed successor Collateral Agent, such approval of the Borrower shall not to be unreasonably withheld or delayed)withheld. If no successor Collateral Agent shall be appointed and shall have accepted such appointment within 90 days after the Collateral Agent gives the aforesaid notice of resignation, the Collateral Agent, the Indenture Trustee or the Administrative Agent may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent shall will have been appointed as provided in this Section 5.6. Any successor so appointed by such court shall immediately the Required Holders and without further act be superseded by any successor Collateral Agent appointed by the Administrative Agent as provided in clause will have accepted its appointment within forty-five (b45) of this Section 5.6. The Administrative Agent may, at any time upon giving at least 30 days’ prior written notice thereof to the Collateral Agent, in conjunction with days after the resignation or removal of the Indenture Trustee under the 2012 Indenture, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayed), remove the Collateral Agent and appoint a successor retiring Collateral Agent, such removal to be effective upon the retiring Collateral Agent or the Required Holders may, at the expense of the Company, petition a court of competent jurisdiction for the appointment of a successor Collateral Agent as provided by clause (b) of this Section 5.6 and Agent. Upon the acceptance of such its appointment by as Collateral Agent, the successor. The successor Collateral Agent shall will thereupon succeed to and be entitled to vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent Fees to will be discharged from its duties and obligations under the extent incurred or arising, or relating to events occurring, before such Security Documents. After any retiring Collateral Agent’s resignation or removal, the provisions of this Agreement will inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving at least 90 days’ prior written notice (or such lesser period as may be agreed by to the Borrower, the Administrative Agent and the Indenture Trustee) to the Borrower, the Indenture Trustee and the Administrative Agent, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Agent, (ii) the acceptance of such appointment by such successor Collateral Agent and (iii) the approval of such successor Collateral Agent evidenced by one or more instruments signed by the Administrative Agent, Agent and (in the Indenture Trustee and, unless absence of an Event of Default shall have occurred and be continuing, Default) the Borrower (which approval of the Borrower shall such consent not to be unreasonably withheld or delayedwithheld). If no successor Collateral Agent shall be appointed and shall have accepted such appointment within 90 60 days after the Collateral Agent gives the aforesaid notice of resignation, the Collateral Agent, the Indenture Borrower, the Administrative Agent, the Trustee or the Administrative Agent any Secured Party may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent shall have been appointed as provided in this Section 5.69.11. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Administrative Agent as provided in clause (b) of this Section 5.69.11(b). The Administrative Agent may, may at any time upon giving at least 30 10 days’ ' prior written notice thereof to the Collateral Agent, in conjunction Agent (with a copy to the resignation or removal of the Indenture Trustee under the 2012 Indenture, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayedTrustee), remove the Collateral Agent for any reason or no reason at all and appoint a successor Collateral Agent, such removal to be effective upon the appointment of a successor Collateral Agent as provided by clause (b) of this Section 5.6 and acceptance of such appointment by the successor. The Collateral Agent shall be entitled to the Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removalremoval or in connection with actions taken in accordance with Section 9.11(b).

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving at least 90 days’ prior written notice (or such lesser period as may be agreed by the Borrower, the Administrative Agent and the Indenture Trustee) to the Borrower, the Indenture Trustee Borrower and the Administrative Agent, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Agent, (ii) the acceptance of such appointment by such successor Collateral Agent and (iii) the approval of such successor Collateral Agent evidenced by one or more instruments signed by the Administrative Agent, the Indenture Trustee and, unless an Event of Default shall have occurred Agent and be continuing, the Borrower (which approval approval, in the case of the Borrower Borrower, shall not be unreasonably withheld or delayedwithheld). If no successor Collateral Agent shall be appointed and shall have accepted such appointment within 90 days after the Collateral Agent gives the aforesaid notice of resignation, the Collateral Agent, the Indenture Trustee or Borrower, the Administrative Agent or any Lender may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent shall have been appointed as provided in this Section 5.6. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Administrative Agent as provided in clause (b) of this Section 5.65.6(b). The Administrative Agent may, at any time upon giving at least 30 days’ ' prior written notice thereof to the Collateral Agent, in conjunction with the resignation or removal of the Indenture Trustee under the 2012 Indenture, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayed), remove the Collateral Agent and appoint a successor Collateral AgentAgent reasonably acceptable to the Borrower, such removal to be effective upon the appointment of a successor Collateral Agent as provided by clause (b) of this Section 5.6 and acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving at least 90 days’ prior written notice (or such lesser period as may be agreed by to the Borrower, the Administrative Agent Agent, the A-Advanced Lender and the Indenture Trustee) to the Borrower, the Indenture Trustee and the Administrative AgentNoteholders, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral AgentAgent by the Required Secured Parties and, so long as no Event of Default has occurred and is continuing, consented to by the Borrower, such consent not to be unreasonably withheld, and (ii) the acceptance of such appointment by such successor Collateral Agent and (iii) the approval of such successor Collateral Agent evidenced by one or more instruments signed by the Administrative Agent, the Indenture Trustee and, unless an Event of Default shall have occurred and be continuing, the Borrower (which approval of the Borrower shall not be unreasonably withheld or delayed). If no successor Collateral Agent shall be appointed and shall have accepted such appointment within 90 days after the date the Collateral Agent gives the aforesaid notice of resignation, the Collateral Agent, the Indenture Trustee or the Administrative Agent may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent shall have been appointed as provided in this Section 5.620. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Administrative Agent as provided in clause (b) of this Section 5.6Required Secured Parties. The Administrative Agent Required Secured Parties may, at any time upon giving at least 30 days’ prior written notice thereof to the Collateral Agent, in conjunction with the resignation or removal of the Indenture Trustee under the 2012 Indenture, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayed), remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon the appointment of a successor Collateral Agent as provided by clause (b) of this Section 5.6 and acceptance of such appointment by the successorsuccessor Collateral Agent, which successor Collateral Agent shall, so long as no Event of Default shall have occurred and be continuing, be consented to by the Borrower, such consent not to be unreasonably withheld. The Any resigning or removed Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred xxxxxx xxcurred or arising, or relating to events occurring, before such resignation or removal.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving at least 90 days’ prior written notice (or such lesser period as may be agreed by to the BorrowerPledgor, the Administrative Limited Partnership, the LP Agent and the Indenture Trustee) to the Borrower, the Indenture Trustee and the Administrative AgentGP Lender, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Agent, (ii) the acceptance of such appointment by such successor Collateral Agent Agent, and (iii) the approval of such successor Collateral Agent evidenced by one or more instruments signed by the Administrative AgentPledgor, the Indenture Trustee and, unless an Event of Default shall have occurred LP Agent and be continuing, the Borrower (which approval of the Borrower shall not be unreasonably withheld or delayed)GP Lender. If no successor Collateral Agent shall be appointed and shall have accepted such appointment within 90 days after the Collateral Agent gives the aforesaid notice of resignation, the Collateral Agent, the Indenture Trustee LP Agent or the Administrative Agent GP Lender may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent shall have been appointed as provided in this Section 5.6subsection 5.7. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Administrative LP Agent and the GP Lender or the Collateral Agent, as the case may be, as provided in clause (b) of this Section 5.6subsection 5.7. The Administrative LP Agent and the GP Lender may, at any time upon giving at least 30 10 days’ ' prior written notice thereof to the Collateral Agent, in conjunction with Agent and the resignation or removal of the Indenture Trustee under the 2012 Indenture, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayed)Pledgor, remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon the appointment of a successor Collateral Agent as provided by clause (b) of this Section 5.6 and acceptance of such appointment by the successor. The Collateral Agent who has resigned or been removed shall be entitled to Collateral Agent Fees fees, costs and expenses to the extent incurred or arising, or relating to events occurring, before such its resignation or removal.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any timetime resign as the Collateral Agent under this Agreement, the Credit Agreement and the Security Documents by giving at least 90 sixty (60) days’ ' prior written notice (thereof to each Secured Party and the Company, provided that no resignation shall be effective until a successor for the Collateral Agent is appointed. In addition, at any time following the occurrence and during the continuance of an Actionable Default of which Notice of Actionable Default has been given to the Collateral Agent, either the Required Banks or such lesser period as the Required Senior Noteholders may be agreed by written notice to the BorrowerCollateral Agent, the Administrative Company and each other Secured Party remove the Collateral Agent as the collateral agent under this Agreement, the Credit Agreement and the Indenture Trustee) to Security Documents, provided that no removal shall be effective until a successor for the BorrowerCollateral Agent is appointed. Upon such notice of resignation or removal, the Indenture Trustee and Required Banks shall have the Administrative Agent, resign and be discharged of the responsibilities hereby created, such resignation right to become effective upon (i) the appointment of appoint a successor Collateral Agent, (ii) Agent as provided in the acceptance of such appointment by such successor Collateral Agent and (iii) the approval of such successor Collateral Agent evidenced by one or more instruments signed by the Administrative Agent, the Indenture Trustee and, unless an Event of Default shall have occurred and be continuing, the Borrower (which approval of the Borrower shall not be unreasonably withheld or delayed)Credit Agreement. If no successor Collateral Agent shall be have been so appointed by the Required Banks and shall have accepted such appointment within 90 sixty (60) days after the retiring Collateral Agent gives the aforesaid Agent's giving of notice of resignation, resignation or its removal by the Collateral Agent, the Indenture Trustee Required Banks or the Administrative Agent may apply to any court of competent jurisdiction to appoint a successor Required Senior Noteholders, then the retiring or removed Collateral Agent to act until such time, if any, as a successor Collateral Agent shall have been appointed as provided in this Section 5.6. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Administrative Agent as provided in clause (b) of this Section 5.6. The Administrative Agent may, at any time upon giving at least 30 days’ prior written notice thereof to the Collateral Agent, in conjunction with the resignation or removal on behalf of the Indenture Trustee under the 2012 IndentureSecured Parties, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayed), remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon which meets the requirements of Section 6.4(c). Upon the acceptance of any appointment of as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent as provided by clause (b) shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of this Section 5.6 the retiring or removed Collateral Agent, and acceptance of such appointment by the successor. The retiring or removed Collateral Agent shall be entitled to discharged from further duties and obligations hereunder. After any retiring Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such Agent's resignation or removal, the provisions of this Agreement and the Security Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent.

Resignation and Removal of the Collateral Agent. (ai) The Collateral Agent may at any time, by giving at least 90 30 days’ prior written notice (or such lesser period as may be agreed by to the BorrowerCompany, the Administrative Agent and the Indenture Trustee) to the Borrower, the Senior Indenture Trustee and the Administrative Agenteach Additional Authorized Representative (if any), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (iA) 30 days from the date of such notice and (B) the appointment of a successor Collateral Agentcollateral agent or agents by the Company, (ii) the acceptance of such appointment by such successor Collateral Agent collateral agent or agents, and (iii) the approval of such successor collateral agent or agents by each Authorized Representative; provided that no resignation shall become effective unless and until a successor collateral agent has been appointed as provided herein. The Collateral Agent evidenced may be removed at any time and a successor collateral agent or collateral agents appointed by one or more instruments signed by the Administrative Agent, the Indenture Trustee and, unless an Event of Default shall have occurred and be continuing, the Borrower (which approval each of the Borrower Authorized Representatives; provided that the Collateral Agent shall not be unreasonably withheld paid its fees and expenses pursuant to Section 5(c) and all other amounts owed to it under this Agreement to the date of removal. Any successor Collateral Agent appointed pursuant to this Section 6(g) shall (x) satisfy the requirements of Section 310(a) of the Trust Indenture Act of 1939 and have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition or delayed)(y) be any other Person that is acceptable to the Company and the Required Secured Parties of each Class of Secured Obligations. If no successor Collateral Agent collateral agent or agents shall be appointed and shall have accepted such appointment approved within 90 30 days after from the Collateral Agent gives date of the giving of the aforesaid notice of resignationresignation or removal, the Collateral Agent, the Senior Indenture Trustee Trustee, any Additional Authorized Representative or the Administrative Agent may any other Secured Party may, apply to any court of competent jurisdiction jurisdiction, at the reasonable expense of the Company, to appoint a successor Collateral Agent collateral agent or agents (which may be an individual or individuals) to act until such time, if any, as a successor Collateral Agent collateral agent or agents shall have been appointed as provided in this Section 5.6above provided. Any successor collateral agent or agents so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent collateral agent or agents appointed by the Administrative Agent Authorized Representatives as provided in clause (b) of this Section 5.6. The Administrative Agent may, at any time upon giving at least 30 days’ prior written notice thereof to the Collateral Agent, in conjunction with the resignation or removal of the Indenture Trustee under the 2012 Indenture, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayed), remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon the appointment of a successor Collateral Agent as provided by clause (b) of this Section 5.6 and acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removalabove provided.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving at least 90 resign as Collateral Agent upon thirty (30) days’ prior written ' notice (or such lesser period as to the Holders and may be agreed by the Borrower, the Administrative Agent and the Indenture Trustee) to the Borrower, the Indenture Trustee and the Administrative Agent, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Agent, (ii) the acceptance of such appointment by such successor Collateral Agent and (iii) the approval of such successor Collateral Agent evidenced by one or more instruments signed by the Administrative Agent, the Indenture Trustee and, unless an Event of Default shall have occurred and be continuing, the Borrower (which approval of the Borrower shall not be unreasonably withheld or delayed). If no successor Collateral Agent shall be appointed and shall have accepted such appointment within 90 days after the Collateral Agent gives the aforesaid notice of resignation, the Collateral Agent, the Indenture Trustee or the Administrative Agent may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent shall have been appointed as provided in this Section 5.6. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Administrative Agent as provided in clause (b) of this Section 5.6. The Administrative Agent may, removed at any time upon giving at least 30 days’ prior the written notice thereof to request of the Collateral AgentRequired Holder(s), in conjunction with the any such resignation or removal of the Indenture Trustee under the 2012 Indenture, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayed), remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be become effective only upon the appointment of a successor Collateral Agent under this Section 10. ---------- If the Collateral Agent shall resign or be removed as Collateral Agent by the Required Holder(s), then the Required Holder(s) shall (and if no such successor shall have been appointed within thirty (30) days of the Collateral Agent's resignation or removal, the Collateral Agent may) appoint a successor agent for the Holders, whereupon such successor agent shall succeed to the rights, powers and duties of the "Collateral Agent," and the term "Collateral Agent" shall mean such successor agent effective upon its appointment, and except as provided by clause (bin Sections 9(a) of this Section 5.6 and acceptance of such appointment by 9(b) above, the successor. The former Collateral Agent's rights, powers and ---------------------- duties as Collateral Agent shall be entitled to terminated without any other or further act or deed on the part of such former Collateral Agent Fees (except that the resigning Collateral Agent shall deliver all Collateral then in its possession to the extent incurred successor Collateral Agent) or arising, or relating to events occurring, before such any of the other Holders. After any retiring Collateral Agent's resignation or removalremoval hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving at least 90 days’ prior written notice (or such lesser period as may be agreed by to the Borrower, the Administrative Agent Agent, the A-Advanced Lender and the Indenture Trustee) to the Borrower, the Indenture Trustee and the Administrative AgentNoteholders, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral AgentAgent by the Required Secured Parties and, so long as no Event of Default has occurred and is continuing, consented to by the Borrower, such consent not to be unreasonably withheld, and (ii) the acceptance of such appointment by such successor Collateral Agent and (iii) the approval of such successor Collateral Agent evidenced by one or more instruments signed by the Administrative Agent, the Indenture Trustee and, unless an Event of Default shall have occurred and be continuing, the Borrower (which approval of the Borrower shall not be unreasonably withheld or delayed). If no successor Collateral Agent shall be appointed and shall have accepted such appointment within 90 days after the date the Collateral Agent gives the aforesaid notice of resignation, the Collateral Agent, the Indenture Trustee or the Administrative Agent may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent shall have been appointed as provided in this Section 5.620. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Administrative Agent as provided in clause (b) of this Section 5.6Required Secured Parties. The Administrative Agent Required Secured Parties may, at any time upon giving at least 30 days’ prior written notice thereof to the Collateral Agent, in conjunction with the resignation or removal of the Indenture Trustee under the 2012 Indenture, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayed), remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon the appointment of a successor Collateral Agent as provided by clause (b) of this Section 5.6 and acceptance of such appointment by the successorsuccessor Collateral Agent, which successor Collateral Agent shall, so long as no Event of Default shall have occurred and be continuing, be consented to by the Borrower, such consent not to be unreasonably withheld. The Any resigning or removed Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.