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

Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time by giving sixty (60) days' prior written notice to the Grantors and the Secured Parties, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the appointment of a successor Collateral Trustee. The Collateral Trustee may be removed at any time and a successor Collateral Trustee appointed by (i) until the payment in full of the Credit Agreement Obligations, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture Trustee; provided, however, that the Collateral Trustee shall be entitled to its fees and expenses to the date of removal; and, provided, further, that the Collateral Trustee's rights pursuant to Section 8.5 shall survive with respect to any transaction or occurrence prior to the effective date of such resignation or removal. If no successor Collateral Trustee shall be appointed and approved within sixty (60) days from the date of the giving of the aforesaid notice of resignation or within sixty (60) days from the date of such removal, the Collateral Trustee shall, or any Secured Party may, apply to any court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee shall have been appointed as above provided. Any successor Collateral Trustee so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved by the Lender and the Indenture Trustee as above provided. (b) If at any time the Collateral Trustee shall resign, be removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee may be appointed by (i) until the payment in full of the Credit Agreement Obligations, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture Trustee, and the powers, duties, authority and title of the predecessor Collateral Trustee terminated and canceled without procuring the resignation of such predecessor Collateral Trustee, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor Collateral Trustee in writing, duly acknowledged, delivered to the predecessor Collateral Trustee and the Grantors, and filed for record in each applicable office, if any, in which this Agreement is required to be filed. Any successor Collateral Trustee appointed pursuant to this Section 6.7(b) must be reasonably acceptable to the Grantors unless at the time of such appointment a Collateral Event of Default exists. (c) The appointment and designation referred to in Section 6.7(b) of this Agreement shall, after any required filing, be full evidence of the right and authority to make the same and all of the facts therein recited, and this Agreement shall vest in such successor Collateral Trustee, without any further act, deed or conveyance, all of the estate and title of its predecessors, and, upon any required filing for record, the successor Collateral Trustee shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessors; but any of such predecessors shall, nevertheless, on the written request of the Lender, the Indenture Trustee, any Grantor or any successor Collateral Trustee, execute and deliver an instrument transferring to such successor Collateral Trustee all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and shall deliver all securities and moneys held by it to such successor Collateral Trustee. Should any deed, conveyance or other instrument in writing from any Grantor be required by any successor Collateral Trustee for more fully and certainly vesting in such successor Collateral Trustee the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Trustee, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Collateral Trustee, be so executed, acknowledged and delivered. (d) Any required filing for record of the instrument appointing a successor Collateral Trustee as hereinabove provided shall be at the expense of the Grantors. The resignation of any Collateral Trustee and the instrument or instrument removing any Collateral Trustee, together with all other instruments, deeds and conveyances provided for in this Agreement shall, if required by law, be forthwith recorded, registered and filed by and at the expense of the Grantors, wherever this Agreement is recorded, registered and filed.

Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time time, by giving sixty (60) days' prior written notice of resignation to the Grantors Satmex and the Secured PartiesIndenture Trustee, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Trustee. The Collateral Trustee may be removed at any time and a , (ii) the acceptance of such appointment by such successor Collateral Trustee appointed by (i) until the payment in full of the Credit Agreement Obligations, the Lender and (iiiii) from and after the payment in full approval of the Credit Agreement Obligations, such successor Collateral Trustee evidenced by one or more instruments signed by the Indenture Trustee; provided, howeveron behalf of the Requisite First Priority Holders, that or the Collateral Trustee shall be entitled to its fees and expenses to the date of removal; and, provided, further, that the Collateral Trustee's rights pursuant to Section 8.5 shall survive with respect to any transaction or occurrence prior to the effective date of such resignation or removalRequisite First Priority Holders. If no successor Collateral Trustee shall be appointed and approved shall have accepted such appointment within sixty (60) 90 days from after the date of the giving of Collateral Trustee gives the aforesaid notice of resignation or within sixty (60) days from the date of such removalresignation, the Collateral Trustee shall, or any Secured Party mayParty, may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee shall have been appointed as above providedprovided in this subsection. Any successor Collateral Trustee so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved by the Lender and the Indenture Trustee appointed as above providedprovided in this subsection. (b) The Requisite First Priority Holders may, at any time, remove the Collateral Trustee and appoint a successor Collateral Trustee, such removal to be effective upon the acceptance of such appointment by the successor. (c) If at any time the Collateral Trustee shall resign, resign or be removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee may be appointed by (i) until the payment in full of the Credit Agreement ObligationsRequisite First Priority Holders. In such event, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture Trustee, and the powers, duties, authority and title of the predecessor Collateral Trustee shall be terminated and canceled cancelled without procuring the resignation of such predecessor Collateral Trustee, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor Collateral Trustee in writing, writing duly acknowledged, acknowledged and delivered to the predecessor Collateral Trustee and the Grantors, and filed for record in each applicable office, if any, in which this Agreement is required to be filedSatmex. Any successor Collateral Trustee appointed pursuant to this Section 6.7(b) must be reasonably acceptable to the Grantors unless at the time of such appointment a Collateral Event of Default exists. (c) The Such appointment and designation referred to in Section 6.7(b) of this Agreement shall, after any required filing, shall be full evidence of the right and authority to make the same and of all of the facts therein recited, and this Agreement Trust Agreement, the First Priority Guarantees and the First Priority Security Documents shall vest in such successor Collateral Trusteesuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessors, and, upon any required filing for record, the successor Collateral Trustee shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorspredecessor (subject to the lien of such predecessor pursuant to subsection 6.7); but any of such predecessors predecessor shall, nevertheless, on the written request of the Lender, Requisite First Priority Holders or the Indenture Trustee, any Grantor or any successor Collateral Trusteesuccessor, execute and deliver an instrument transferring to such successor Collateral Trustee all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and under the First Priority Security Documents and shall deliver all securities and moneys First Priority Collateral held by it or his agents to such successor Collateral Trustee(subject to the lien of such predecessor pursuant to subsection 6.7). Should any deed, conveyance or other instrument in writing from Satmex or any Grantor First Priority Guarantor be required by any successor Collateral Trustee for more fully and certainly vesting in such successor Collateral Trustee the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Trustee, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Collateral Trusteesuccessor, be so executed, acknowledged and delivered. delivered by Satmex or such First Priority Guarantor, as applicable. If Satmex or any First Priority Guarantor shall not have executed and delivered any such deed, conveyance or other instrument within ten (d10) Any required filing for record of calendar days after it received a written request from the instrument appointing a successor Collateral Trustee as hereinabove provided shall be at to do so, or if an Enforcement Period is in effect, the expense of the Grantors. The resignation of any predecessor Collateral Trustee may execute the same on behalf of Satmex or such First Priority Guarantor, as applicable. Satmex and the instrument or instrument removing each First Priority Guarantor hereby appoint any predecessor Collateral Trustee, together with all other instruments, deeds Trustee as its agent and conveyances provided attorney to act for in this Agreement shall, if required by law, be forthwith recorded, registered and filed by and at the expense of the Grantors, wherever this Agreement is recorded, registered and filedsuch purposes.

Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time time, by giving sixty (60) a minimum of 90 days' prior ’ written notice to the Grantors Grantor and the Secured Partieseach Studio, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Trustee. The Collateral Trustee may be removed at any time and a , (ii) the acceptance of such appointment by such successor Collateral Trustee appointed by (i) until the payment in full of the Credit Agreement Obligations, the Lender and (iiiii) from and after the payment in full approval of the Credit Agreement Obligations, the Indenture Trustee; provided, however, that the such successor Collateral Trustee shall be entitled to its fees and expenses to evidenced by one or more instruments signed by the date of removal; Studios representing Majority Approval and, providedso long as no Notice of Acceleration is then in effect, furtherby the Grantor (which approval, that the Collateral Trustee's rights pursuant to Section 8.5 in each case, shall survive with respect to any transaction not be unreasonably withheld or occurrence prior to the effective date of such resignation or removaldelayed). If no successor Collateral Trustee shall be appointed and approved shall have accepted such appointment within sixty (60) 90 days from after the date of the giving of Collateral Trustee gives the aforesaid notice of resignation or within sixty (60) days from the date of such removalresignation, the Collateral Trustee shallTrustee, or any Secured Party maythe Grantor (so long as no Notice of Acceleration is then in effect) or, if a Notice of Acceleration is in effect, the Studios representing Majority Approval may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee shall have been appointed as above providedprovided in this subsection 5.7. Any successor Collateral Trustee so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved appointed by the Lender Grantor or the Studios representing Majority Approval, as the case may be, as provided in subsection 5.7(b). While a Notice of Acceleration is in effect, the Studios representing Majority Approval may, at any time upon giving 30 days’ prior written notice thereof to the Collateral Trustee and the Indenture Grantor, remove the Collateral Trustee as above providedand appoint a successor Collateral Trustee, such removal to be effective upon the acceptance of such appointment by the successor. The Collateral Trustee shall be entitled to Trustee Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal. (b) If at any time the Collateral Trustee shall resign, resign or be removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee may be appointed by the Studios representing Majority Approval with the consent (inot to be unreasonably withheld or delayed) until the payment in full of the Credit Agreement ObligationsGrantor, the Lender and (ii) from and after the payment if no Notice of Acceleration is in full of the Credit Agreement Obligations, the Indenture Trusteeeffect, and otherwise by the Studios representing Majority Approval. The powers, duties, authority and title of the predecessor Collateral Trustee shall be terminated and canceled cancelled without procuring the resignation of such predecessor Collateral Trustee, and without any other formality (except for the consent of the Studios representing Majority Approval referred to above and as may be required by applicable law) than the appointment and designation of a successor Collateral Trustee in writing, writing duly acknowledged, delivered to the predecessor Collateral Trustee and the Grantors, and filed for record in each applicable office, if any, in which this Agreement is required to be filedGrantor. Any successor Collateral Trustee appointed pursuant to this Section 6.7(b) must be reasonably acceptable to the Grantors unless at the time of such appointment a Collateral Event of Default exists. (c) The Such appointment and designation referred to in Section 6.7(b) of this Agreement shall, after any required filing, shall be full evidence of the right and authority to make the same and of all of the facts therein recited, and this Collateral Trust Agreement and the Security Documents shall vest in such successor Collateral Trusteesuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessors, and, upon any required filing for record, the successor Collateral Trustee shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorspredecessor; but any of such predecessors predecessor shall, nevertheless, on the written request of the LenderStudios, the Indenture TrusteeGrantor, any Grantor or any successor Collateral Trusteethe successor, execute and deliver an instrument transferring to such successor Collateral Trustee all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and under the Security Documents and shall deliver all securities and moneys Collateral held by it or its agents to such successor Collateral Trusteesuccessor. Should any deed, conveyance or other instrument in writing from any the Grantor be required by any successor Collateral Trustee for more fully and certainly vesting in such successor Collateral Trustee the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Trustee, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Collateral Trusteesuccessor, be so executed, acknowledged and delivered. (d) Any required filing for record of delivered by the Grantor. If the Grantor shall not have executed and delivered any such deed, conveyance or other instrument appointing within 10 days after it received a written request from the successor Collateral Trustee as hereinabove provided to do so, or if a Notice of Acceleration is in effect, the predecessor Collateral Trustee shall at the direction of the Studios representing Majority Approval execute the same on behalf of the Grantor and any such act shall be at binding on the expense of Grantor as if executed by the GrantorsGrantor. The resignation of Grantor hereby appoints any predecessor Collateral Trustee as its agent and attorney to act for it as provided in the instrument or instrument removing any Collateral Trustee, together with all other instruments, deeds and conveyances provided for in this Agreement shall, if required by law, be forthwith recorded, registered and filed by and at the expense of the Grantors, wherever this Agreement is recorded, registered and filednext preceding sentence.

Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time time, by giving sixty (60) days' prior written notice of resignation to the Grantors Satmex and the Secured PartiesIndenture Trustee, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Trustee. The Collateral Trustee may be removed at any time and a , (ii) the acceptance of such appointment by such successor Collateral Trustee appointed by (i) until the payment in full of the Credit Agreement Obligations, the Lender and (iiiii) from and after the payment in full approval of the Credit Agreement Obligations, such successor Collateral Trustee evidenced by one or more instruments signed by the Indenture Trustee; provided, howeveron behalf of the Requisite Second Priority Holders, that or the Collateral Trustee shall be entitled to its fees and expenses to the date of removal; and, provided, further, that the Collateral Trustee's rights pursuant to Section 8.5 shall survive with respect to any transaction or occurrence prior to the effective date of such resignation or removalRequisite Second Priority Holders. If no successor Collateral Trustee shall be appointed and approved shall have accepted such appointment within sixty (60) 90 days from after the date of the giving of Collateral Trustee gives the aforesaid notice of resignation or within sixty (60) days from the date of such removalresignation, the Collateral Trustee shall, or any Secured Party mayParty, may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee shall have been appointed as above providedprovided in this subsection. Any successor Collateral Trustee so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved by the Lender and the Indenture Trustee appointed as above providedprovided in this subsection. (b) The Requisite Second Priority Holders may, at any time, remove the Collateral Trustee and appoint a successor Collateral Trustee, such removal to be effective upon the acceptance of such appointment by the successor. (c) If at any time the Collateral Trustee shall resign, resign or be removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee may be appointed by (i) until the payment in full of the Credit Agreement ObligationsRequisite Second Priority Holders. In such event, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture Trustee, and the powers, duties, authority and title of the predecessor Collateral Trustee shall be terminated and canceled cancelled without procuring the resignation of such predecessor Collateral Trustee, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor Collateral Trustee in writing, writing duly acknowledged, acknowledged and delivered to the predecessor Collateral Trustee and the Grantors, and filed for record in each applicable office, if any, in which this Agreement is required to be filedSatmex. Any successor Collateral Trustee appointed pursuant to this Section 6.7(b) must be reasonably acceptable to the Grantors unless at the time of such appointment a Collateral Event of Default exists. (c) The Such appointment and designation referred to in Section 6.7(b) of this Agreement shall, after any required filing, shall be full evidence of the right and authority to make the same and of all of the facts therein recited, and this Agreement Trust Agreement, the Second Priority Guarantees and the Second Priority Security Documents shall vest in such successor Collateral Trusteesuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessors, and, upon any required filing for record, the successor Collateral Trustee shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorspredecessor (subject to the lien of such predecessor pursuant to subsection 6.7); but any of such predecessors predecessor shall, nevertheless, on the written request of the Lender, Requisite Second Priority Holders or the Indenture Trustee, any Grantor or any successor Collateral Trusteesuccessor, execute and deliver an instrument transferring to such successor Collateral Trustee all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and under the Second Priority Security Documents and shall deliver all securities and moneys Second Priority Collateral held by it or his agents to such successor Collateral Trustee(subject to the lien of such predecessor pursuant to subsection 6.7). Should any deed, conveyance or other instrument in writing from Satmex or any Grantor Second Priority Guarantor be required by any successor Collateral Trustee for more fully and certainly vesting in such successor Collateral Trustee the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Trustee, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Collateral Trusteesuccessor, be so executed, acknowledged and delivered. delivered by Satmex or such Second Priority Guarantor, as applicable. If Satmex or any Second Priority Guarantor shall not have executed and delivered any such deed, conveyance or other instrument within ten (d10) Any required filing for record of calendar days after it received a written request from the instrument appointing a successor Collateral Trustee as hereinabove provided shall be at to do so, or if an Enforcement Period is in effect, the expense of the Grantors. The resignation of any predecessor Collateral Trustee may execute the same on behalf of Satmex or such Second Priority Guarantor, as applicable. Satmex and the instrument or instrument removing each Second Priority Guarantor hereby appoint any predecessor Collateral Trustee, together with all other instruments, deeds Trustee as its agent and conveyances provided attorney to act for in this Agreement shall, if required by law, be forthwith recorded, registered and filed by and at the expense of the Grantors, wherever this Agreement is recorded, registered and filedsuch purposes.

Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time by giving sixty (60) days' prior written notice to the Grantors and the Secured Parties, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the appointment of a successor Collateral Trustee. The Collateral Trustee may be removed at any time and a successor Collateral Trustee appointed by (i) until the payment in full of Bank Administrative Agent or, after the Credit Agreement ObligationsTermination Date, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture TrusteeRequisite Obligees; provided, however, that the Collateral Trustee shall be entitled to its fees and expenses to the date of removal; and, provided, further, that the Collateral Trustee's rights pursuant to Section 8.5 shall survive with respect to any transaction or occurrence prior to the effective date of such resignation or removal. If no successor Collateral Trustee shall be appointed and approved within sixty (60) days from the date of the giving of the aforesaid notice of resignation or within sixty (60) days from the date of such removal, the Collateral Trustee shall, or any Secured Party may, apply to any court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee shall have been appointed as above provided. Any successor Collateral Trustee so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved by the Lender Bank Administrative Agent, the 1992 Indenture Trustee, the 1996 Indenture Trustee and the Senior Note Indenture Trustee as above provided. (b) If at any time the Collateral Trustee shall resign, be removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee may be appointed by (i) until the payment in full of Bank Administrative Agent or, after the Credit Agreement ObligationsTermination Date, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture TrusteeRequisite Obligees, and the powers, duties, authority and title of the predecessor Collateral Trustee terminated and canceled without procuring the resignation of such predecessor Collateral Trustee, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor Collateral Trustee in writing, duly acknowledged, delivered to the predecessor Collateral Trustee and the Grantors, and filed for record in each applicable office, if any, in which this Agreement is required to be filed. Any successor Collateral Trustee appointed pursuant to this Section 6.7(b) must be reasonably acceptable to the Grantors unless at the time of such appointment a Collateral an Actionable Event of Default exists. (c) The appointment and designation referred to in Section 6.7(b) of this Agreement shall, after any required filing, be full evidence of the right and authority to make the same and all of the facts therein recited, and this Agreement shall vest in such successor Collateral Trustee, without any further act, deed or conveyance, all of the estate and title of its predecessors, and, upon any required filing for record, the successor Collateral Trustee shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessors; but any of such predecessors shall, nevertheless, on the written request of the LenderBank Administrative Agent, the 1992 Indenture Trustee, the 1996 Indenture Trustee, the Senior Note Indenture Trustee, any Grantor or any successor Collateral Trustee, execute and deliver an instrument transferring to such successor Collateral Trustee all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and shall deliver all securities and moneys held by it to such successor Collateral Trustee. Should any deed, conveyance or other instrument in writing from any Grantor be required by any successor Collateral Trustee for more fully and certainly vesting in such successor Collateral Trustee the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Trustee, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Collateral Trustee, be so executed, acknowledged and delivered. (d) Any required filing for record of the instrument appointing a successor Collateral Trustee as hereinabove provided shall be at the expense of the Grantors. The resignation of any Collateral Trustee and the instrument or instrument instruments removing any Collateral Trustee, together with all other instruments, deeds and conveyances provided for in this Agreement shall, if required by law, be forthwith recorded, registered and filed by and at the expense of the Grantors, wherever this Agreement is recorded, registered and filed.

Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time time, by giving sixty (60) days' prior written notice to the Grantors Issuer, the Administrative Agent and the Indenture Trustee and the authorized representative of the holders of Qualified Additional Secured PartiesObligations, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Trustee. The , (ii) the acceptance of such appointment by such successor Collateral Trustee may be removed at any time Trustee, and a (iii) the approval of such successor Collateral Trustee appointed evidenced by (i) until one or more instruments signed by the payment in full Issuer, the Administrative Agent and the Indenture Trustee and the authorized representative of the Credit Agreement Obligations, the Lender and holders of Qualified Additional Secured Obligations (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture Trustee; provided, however, that the Collateral Trustee which approval shall not be entitled to its fees and expenses to the date of removal; and, provided, further, that the Collateral Trustee's rights pursuant to Section 8.5 shall survive with respect to any transaction or occurrence prior to the effective date of such resignation or removalunreasonably withheld). If no successor Collateral Trustee shall be appointed and approved shall have accepted such appointment within sixty (60) 90 days from after the date of the giving of Collateral Trustee gives the aforesaid notice of resignation or within sixty (60) days from the date of such removalresignation, the Collateral Trustee shallTrustee, the Issuer, the Indenture Trustee, the Administrative Agent, any authorized representative of the holders of Qualified Additional Secured Obligation or any Secured Party may, may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee Trustee, to act until such time, if any, as a successor Collateral Trustee shall have been appointed as above providedprovided in this Section 7.07. Any successor Collateral Trustee so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved by the Lender Trustee. The Administrative Agent and the Indenture Trustee as above provided. (b) If may, at any time with the prior approval of the Issuer, which approval shall not be unreasonably withheld, remove the Collateral Trustee shall resignand appoint a successor Collateral Trustee, such removal to be removed or otherwise become incapable effective upon the acceptance of actingsuch appointment by the successor. The Issuer may, or if at any time a vacancy shall occur in with the office prior approval of the Collateral Trustee for any other cause, a successor Collateral Trustee may be appointed by (i) until the payment in full of the Administrative Agent (if any Credit Agreement ObligationsFacility Secured Obligations remain outstanding), the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture Trustee, Trustee (if any SENS Secured Obligations are outstanding) and (iii) the powers, duties, authority and title of the predecessor Collateral Trustee terminated and canceled without procuring the resignation of such predecessor Collateral Trustee, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor Collateral Trustee in writing, duly acknowledged, delivered to the predecessor Collateral Trustee and the Grantors, and filed for record in each applicable officeagent or trustee, if any, for the holders of any Additional Secured Obligations (if any Qualified Additional Secured Obligations are outstanding), in which this Agreement is required each case such approval not to be filed. Any successor unreasonably withheld, remove the Collateral Trustee appointed pursuant to this Section 6.7(b) must be reasonably acceptable to the Grantors unless at the time of such appointment and appoint a Collateral Event of Default exists. (c) The appointment and designation referred to in Section 6.7(b) of this Agreement shall, after any required filing, be full evidence of the right and authority to make the same and all of the facts therein recited, and this Agreement shall vest in such successor Collateral Trustee, without any further act, deed or conveyance, all such removal to be effective upon the acceptance of such appointment by the estate and title of its predecessors, and, upon any required filing for record, the successor successor. Any Collateral Trustee shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title be entitled to any rights of its predecessors; but any of such predecessors shall, nevertheless, on the written request of the Lender, the Indenture Trustee, any Grantor or any successor Collateral Trustee, execute and deliver an instrument transferring to such successor Collateral Trustee all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and shall deliver all securities and moneys held by it to such successor Collateral Trustee. Should any deed, conveyance or other instrument in writing from any Grantor be required by any successor Collateral Trustee for more fully and certainly vesting in such successor Collateral Trustee the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Trustee, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Collateral Trustee, be so executed, acknowledged and delivered. (d) Any required filing for record of the instrument appointing a successor Collateral Trustee as hereinabove provided shall be at the expense of the Grantors. The resignation of any Collateral Trustee and the instrument or instrument removing any Collateral Trustee, together with all other instruments, deeds and conveyances indemnification provided for in this Agreement shallherein to the extent incurred or arising, if required by law, be forthwith recorded, registered and filed by and at the expense of the Grantors, wherever this Agreement is recorded, registered and filed.or relating to events occurring,

Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time time, by giving sixty (60) 30 days' prior ’ written notice to the Grantors Company and the Secured Partieseach Holder Representative, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Trustee. The Collateral Trustee may be removed at any time and a , (ii) the acceptance of such appointment by such successor Collateral Trustee appointed by (i) until the payment in full of the Credit Agreement Obligations, the Lender and (iiiii) from and after the payment in full approval of the Credit Agreement Obligations, the Indenture Trustee; provided, however, that the such successor Collateral Trustee shall be entitled to its fees and expenses to evidenced by one or more instruments signed by the date of removal; Controlling Party and, providedso long as no Notice of Event of Default is then in effect, furtherby the Company (which approval, that the Collateral Trustee's rights pursuant to Section 8.5 in each case, shall survive with respect to any transaction not be unreasonably withheld or occurrence prior to the effective date of such resignation or removaldelayed). If no successor Collateral Trustee shall be appointed and approved shall have accepted such appointment within sixty (60) 60 days from after the date of the giving of Collateral Trustee gives the aforesaid notice of resignation or within sixty (60) days from the date of such removalresignation, the Collateral Trustee shallTrustee, the Company or any Secured the Controlling Party may, may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee shall have been appointed as above providedprovided in this subsection 5.7. Any successor Collateral Trustee so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved appointed by the Lender Controlling Party, as provided in subsection 5.7(b). The Controlling Party may, at any time upon giving 30 days’ prior written notice thereof to the Collateral Trustee and each other Holder Representative, and with the Indenture consent of the Company (such consent not to be unreasonably withheld or delayed) remove the Collateral Trustee as above providedand appoint a successor Collateral Trustee, such removal to be effective upon the acceptance of such appointment by the successor. The Collateral Trustee shall be paid its Trustee Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal. (b) If at any time the Collateral Trustee shall resign, resign or be removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee may be appointed by the Controlling Party with the consent (inot to be unreasonably withheld or delayed) until the payment in full of the Credit Agreement Obligations, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture Trustee, and the Company. The powers, duties, authority and title of the predecessor Collateral Trustee shall be terminated and canceled cancelled without procuring the resignation of such predecessor Collateral Trustee, and without any other formality (except for the consent of the Company referred to above and as may be required by applicable law) than the appointment and designation of a successor Collateral Trustee in writing, writing duly acknowledged, delivered to the predecessor Collateral Trustee and the Grantors, and filed for record in each applicable office, if any, in which this Agreement is required to be filedCompany. Any successor Collateral Trustee appointed pursuant to this Section 6.7(b) must be reasonably acceptable to the Grantors unless at the time of such appointment a Collateral Event of Default exists. (c) The Such appointment and designation referred to in Section 6.7(b) of this Agreement shall, after any required filing, shall be full evidence of the right and authority to make the same and of all of the facts therein recited, and this Collateral Trust Agreement and the Trust Security Documents shall vest in such successor Collateral Trusteesuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessors, and, upon any required filing for record, the successor Collateral Trustee shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorspredecessor; but any of such predecessors predecessor shall, nevertheless, on the written request of the LenderControlling Party, the Indenture TrusteeCompany, any Grantor or any successor Collateral Trusteethe successor, execute and deliver an instrument transferring to such successor Collateral Trustee all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and under the Trust Security Documents and shall deliver all securities and moneys Collateral held by it or its agents to such successor Collateral Trusteesuccessor, provided that any outstanding Trustee Fees have been paid in full. Should any deed, conveyance or other instrument in writing from any Grantor be required by any successor Collateral Trustee for more fully and certainly vesting in such successor Collateral Trustee the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Trustee, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Collateral Trusteesuccessor, be so executed, acknowledged and delivered. (d) Any required filing for record of delivered by such Grantor. If such Grantor shall not have executed and delivered any such deed, conveyance or other instrument within 15 Business Days after it received a written request from the instrument appointing a successor Collateral Trustee as hereinabove provided shall be at to do so, or if a Notice of Event of Default is in effect, the expense of the Grantors. The resignation of any predecessor Collateral Trustee may execute the same on behalf of such Grantor. Such Grantor hereby appoints any predecessor Collateral Trustee as its agent and attorney to act for it as provided in the instrument or instrument removing any Collateral Trustee, together with all other instruments, deeds and conveyances provided for in this Agreement shall, if required by law, be forthwith recorded, registered and filed by and at the expense of the Grantors, wherever this Agreement is recorded, registered and filednext preceding sentence.

Resignation and Removal of the Collateral Trustee. (ai) The Collateral Trustee may at any time time, by giving sixty (60) 30 days' ’ prior written notice to the Grantors Company, the Term Loan Agent, the Senior Indenture Trustee and the Secured Partieseach Additional Authorized Representative (if any), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (A) 30 days from the date of such notice and (B) the appointment of a successor Collateral Trusteetrustee or trustees by the Company, the acceptance of such appointment by such successor trustee or trustees, and 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 Trustee may be removed at any time and a successor Collateral Trustee trustee or trustees appointed by (i) until the payment in full each of the Credit Agreement Obligations, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture TrusteeAuthorized Representatives; provided, however, provided that the Collateral Trustee shall be entitled to paid its fees and expenses to the date of removal; and, provided, further, that the . Any successor Collateral Trustee's rights Trustee appointed pursuant to this Section 8.5 6(g) shall survive with respect to be (x) a commercial bank or other financial institution or trust company organized under the laws of the United States of America or any transaction 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 occurrence prior better by Xxxxx’x or “A” or better by S&P or (y) any other Person that is acceptable to the effective date Company and the Required Secured Parties of such resignation or removaleach Class of Secured Obligations. If no successor Collateral Trustee trustee or trustees shall be appointed and approved within sixty (60) 30 days from the date of the giving of the aforesaid notice of resignation or within sixty (60) days from the date of such removal, the Collateral Trustee shallTrustee, the Term Loan Agent, the Senior Indenture Trustee, any Additional Authorized Representative or any other Secured Party may, apply to any court of competent jurisdiction jurisdiction, at the expense of the Company, to appoint a successor Collateral Trustee trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor Collateral Trustee trustee or trustees shall have been appointed as above provided. Any successor Collateral Trustee trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved trustee or trustees appointed by the Lender and the Indenture Trustee Authorized Representatives as above provided. (bii) If at any time the Collateral Trustee shall resign, resign or be removed or otherwise become incapable of acting, or if at any time time, a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee trustee or trustees may be appointed by (i) until the payment in full of the Credit Agreement Obligations, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture TrusteeAuthorized Representatives, and the powers, duties, authority and title of the predecessor Collateral Trustee trustee or trustees terminated and canceled without procuring the resignation of such predecessor Collateral Trusteetrustee or trustees, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor Collateral Trustee trustee or trustees in writing, duly acknowledged, delivered to the predecessor Collateral Trustee trustee or trustees and the GrantorsCompany, and filed for record in each applicable public office, if any, in which this Agreement is required to be filed. Any successor Collateral Trustee appointed pursuant to this Section 6.7(b) must be reasonably acceptable to the Grantors unless at the time of such appointment a Collateral Event of Default exists. (ciii) The appointment and designation referred to in Section 6.7(b6(g)(ii) of this Agreement shall, after any required filing, be full evidence of the right and authority to make the same and of all of the facts therein recited, and this Agreement shall vest in such successor Collateral Trusteetrustee or trustees, without any further act, deed or conveyance, all of the estate and title of its predecessorspredecessor, and, and upon any required such filing for record, record the successor Collateral Trustee trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorspredecessor; but any of such predecessors predecessor shall, nevertheless, on the written request of the LenderApplicable Authorized Representative, the Indenture Trustee, any Grantor Company or any the successor Collateral Trusteetrustee or trustees, execute and deliver an instrument transferring to such successor Collateral Trustee or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities Securities and moneys held by it to such successor Collateral Trusteetrustee or trustees. Should any deed, conveyance or other instrument in writing from any Grantor be required by any successor Collateral Trustee trustee or trustees for more fully and certainly vesting in such successor Collateral Trustee trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Trusteetrustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Collateral Trusteetrustee or trustees, be so executed, acknowledged and delivereddelivered by such Grantor. (div) Any required filing for record of the instrument appointing a successor Collateral Trustee trustee or trustees as hereinabove provided shall be at the sole expense of the Grantors. The resignation of any Collateral Trustee trustee or trustees and the instrument or instrument instruments removing any Collateral Trusteetrustee or trustees, together with all other instruments, deeds and conveyances provided for in this Agreement Section 6 shall, if required permitted by law, be forthwith recorded, registered and filed by and at the expense of the Grantors, wherever this Agreement is recorded, registered and filed.

Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time time, by giving sixty (60) days' prior written notice to the Grantors and the Secured Partieseach Holder Representative, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Trustee. The , (ii) the acceptance of such appointment by such successor Collateral Trustee may be removed at any time and a Trustee, (iii) the approval of such successor Collateral Trustee appointed evidenced by one or more instruments signed by the Controlling Party and, so long as no Enforcement Event is then in effect, by the Grantors (iwhich approval, in each case, shall not be unreasonably withheld) until and (iv) the payment in full of the Credit Agreement Obligations, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture Trustee; provided, however, that the Collateral Trustee shall be entitled to its all fees and expenses due and owing to the date resigning Collateral Trustee (including, but not limited to, the fees and expenses of removal; and, provided, further, that the Collateral Trustee's rights pursuant to Section 8.5 shall survive with respect to any transaction or occurrence prior to the effective date of such resignation or removalits counsel). If no successor Collateral Trustee shall be appointed and approved shall have accepted such appointment within sixty (60) 60 days from after the date of the giving of Collateral Trustee gives the aforesaid notice of resignation or within sixty (60) days from the date of such removalresignation, the Collateral Trustee shallTrustee, the Grantors (so long as no Enforcement Event is then in effect) or any Secured the Controlling Party may, may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee shall have been appointed as above providedprovided in this subsection 5.7. Any successor Collateral Trustee so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved appointed by the Lender Controlling Party, as provided in subsection 5.7(b). While an Enforcement Event is in effect, the Controlling Party may, at any time upon giving 30 days’ prior written notice thereof to the Collateral Trustee, the Grantors and each other Holder Representative, remove the Collateral Trustee and appoint a successor Collateral Trustee, such removal to be effective upon the acceptance of such appointment by the successor and the Indenture payment of all fees and expenses due and owing to the removed Collateral Trustee as above provided(including, but not limited to, the fees and expenses of its counsel). If an Enforcement Event is not in effect, the Controlling Party may, at any time upon giving 30 days’ prior written notice thereof to the Collateral Trustee and each other Holder Representative, and with the consent of the Grantors (such consent not to be unreasonably withheld) remove the Collateral Trustee and appoint a successor Collateral Trustee, such removal to be effective upon the acceptance of such appointment by the successor and the receipt of approval by the Grantors and the payment of all fees and expenses due and owing to the removed Collateral Trustee (including, but not limited to, the fees and expenses of its counsel). The Collateral Trustee shall be entitled to Trustee Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal. (b) If at any time the Collateral Trustee shall resign, resign or be removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee may be appointed by the Controlling Party with the consent (inot to be unreasonably withheld) until the payment in full of the Credit Agreement ObligationsGrantors, if no Enforcement Event is in effect, and otherwise by the Controlling Party; provided, however, that should the Controlling Party not act timely to appoint a successor Collateral Trustee, the Lender and Grantors may (iiwhether or not an Enforcement Event is then in effect) from and after the payment in full petition a court of the Credit Agreement Obligations, the Indenture competent jurisdiction to appoint a successor Collateral Trustee, and the . The powers, duties, authority and title of the predecessor Collateral Trustee shall be terminated and canceled cancelled without procuring the resignation of such predecessor Collateral Trustee, and without any other formality (except for the consent of the Controlling Party referred to above and as may be required by applicable law) than the appointment and designation of a successor Collateral Trustee in writing, writing duly acknowledged, delivered to the predecessor and the Grantors and the payment of the fees and expenses of the predecessor Collateral Trustee and the Grantors, and filed for record as described in each applicable office, if any, in which this Agreement is required to be filedsubsection 5.7(a) above. Any successor Collateral Trustee appointed pursuant to this Section 6.7(b) must be reasonably acceptable to the Grantors unless at the time of such appointment a Collateral Event of Default exists. (c) The Such appointment and designation referred to in Section 6.7(b) of this Agreement shall, after any required filing, shall be full evidence of the right and authority to make the same and of all of the facts therein recited, and this Collateral Trust Agreement and the Trust Security Documents shall vest in such successor Collateral Trusteesuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessors, and, upon any required filing for record, the successor Collateral Trustee shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorspredecessor; but any of such predecessors predecessor shall, nevertheless, on the written request of the LenderControlling Party, the Indenture TrusteeGrantors, any Grantor or any successor Collateral Trusteethe successor, execute and deliver an instrument (in form and substance reasonably satisfactory to the Collateral Trustee) transferring to such successor Collateral Trustee all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and under the Trust Security Documents and shall deliver all securities and moneys Collateral held by it or its agents to such successor Collateral Trusteesuccessor. Should any deed, conveyance or other instrument in writing from any Grantor be reasonably required by any successor Collateral Trustee for more fully and certainly vesting in such successor Collateral Trustee the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Trustee, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Collateral Trusteesuccessor, be so executed, acknowledged and delivered. (d) Any required filing for record of delivered by such Grantor. If such Grantor shall not have executed and delivered any such deed, conveyance or other instrument within 10 days after it received a written request from the instrument appointing a successor Collateral Trustee as hereinabove provided shall be at to do so, or if an Enforcement Event is in effect, the expense of the Grantors. The resignation of any predecessor Collateral Trustee may execute the same on behalf of such Grantor. Such Grantor hereby appoints any predecessor Collateral Trustee as its agent and attorney to act for it as provided in the instrument or instrument removing any Collateral Trustee, together with all other instruments, deeds and conveyances provided for in this Agreement shall, if required by law, be forthwith recorded, registered and filed by and at the expense of the Grantors, wherever this Agreement is recorded, registered and filednext preceding sentence.

Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time time, by giving sixty (60) days' prior written notice to the Grantors Borrower and the Secured Partieseach Holder Representative, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Trustee. The Collateral Trustee may be removed at any time and a , (ii) the acceptance of such appointment by such successor Collateral Trustee appointed by (i) until the payment in full of the Credit Agreement Obligations, the Lender and (iiiii) from and after the payment in full approval of the Credit Agreement Obligations, the Indenture Trustee; provided, however, that the such successor Collateral Trustee shall be entitled to its fees and expenses to evidenced by one or more instruments signed by the date of removal; Controlling Party and, providedso long as no Notice of Acceleration is then in effect, furtherby the Borrower (which approval, that the Collateral Trustee's rights pursuant to Section 8.5 in each case, shall survive with respect to any transaction not be unreasonably delayed or occurrence prior to the effective date of such resignation or removalwithheld). If no successor Collateral Trustee shall be appointed and approved shall have accepted such appointment within sixty (60) 90 days from after the date of the giving of Collateral Trustee gives the aforesaid notice of resignation or within sixty (60) days from the date of such removalresignation, the Collateral Trustee shallTrustee, or any Secured the Borrower (so long as no Notice of Acceleration is then in effect) or, if a Notice of Acceleration is effective and remains in effect, the Controlling Party may, may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee shall have been appointed as above providedprovided in this Section 5.7. Any successor Collateral Trustee so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved appointed by the Lender Borrower or the Controlling Party, as the case may be, as provided in Section 5.7(b). While a Notice of Acceleration has been received by the Collateral Trustee, is effective, and remains in effect, the Indenture Controlling Party may, at any time upon giving 30 days’ prior written notice thereof to the Collateral Trustee, the Borrower and each other Holder Representative, remove the Collateral Trustee as above providedand appoint a successor Collateral Trustee, such removal to be effective upon the acceptance of such appointment by the successor. If a Notice of Acceleration is not in effect, the Borrower may, at any time upon giving 30 days’ prior written notice thereof to the Collateral Trustee and each Holder Representative, and with the consent of the Controlling Party (such consent shall not be unreasonably delayed or withheld) remove the Collateral Trustee and appoint a successor Collateral Trustee, such removal to be effective upon the acceptance of such appointment by the successor. The Collateral Trustee shall be entitled to Trustee Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal, but shall promptly refund to the Borrower any such Trustee Fees which have been paid in advance and which are attributable to the period following such resignation or removal. (b) If at any time the Collateral Trustee shall resign, resign or be removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee may be appointed by the Borrower with the consent (inot to be unreasonably delayed or withheld) until the payment in full of the Credit Agreement ObligationsControlling Party, if no Notice of Acceleration has been received by the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture Collateral Trustee, is effective, and remains in effect, and otherwise by the Controlling Party. The powers, duties, authority and title of the predecessor Collateral Trustee shall be terminated and canceled cancelled without procuring the resignation of such predecessor Collateral Trustee, and without any other formality (except for the consent of the Controlling Party referred to above and as may be required by applicable law) other than the appointment and designation of a successor Collateral Trustee in writing, writing duly acknowledged, delivered to the predecessor Collateral Trustee predecessor, the successor and the Grantors, and filed for record in each applicable office, if any, in which this Agreement is required to be filedBorrower. Any successor Collateral Trustee appointed pursuant to this Section 6.7(b) must be reasonably acceptable to the Grantors unless at the time of such appointment a Collateral Event of Default exists. (c) The Such appointment and designation referred to in Section 6.7(b) of this Agreement shall, after any required filing, shall be full evidence of the right and authority to make the same and of all of the facts therein recited, and this Agreement and the Trust Security Documents shall vest in such successor Collateral Trusteesuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessors, and, upon any required filing for record, the successor Collateral Trustee shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorspredecessor; but any of such predecessors predecessor shall, nevertheless, on the written request of the LenderControlling Party, the Indenture TrusteeBorrower, any Grantor or any successor Collateral Trusteethe successor, execute and deliver an instrument transferring to such successor Collateral Trustee all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and under the Trust Security Documents and shall deliver all securities and moneys Collateral held by it or its agents to such successor Collateral Trusteesuccessor. Should any deed, conveyance or other instrument in writing from any Grantor be required by any successor Collateral Trustee for more fully and certainly vesting in such successor Collateral Trustee the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Trustee, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Collateral Trusteesuccessor, be so executed, acknowledged and delivered. (d) Any required filing for record of delivered by such Grantor. If such Grantor shall not have executed and delivered any such deed, conveyance or other instrument within 30 days after it received a written request from the instrument appointing a successor Collateral Trustee as hereinabove provided shall be at to do so, or if a Notice of Acceleration has been received by the expense of the Grantors. The resignation of any Collateral Trustee and the instrument or instrument removing any Collateral Trustee, together with all other instrumentsis effective, deeds and conveyances remains in effect, the predecessor Collateral Trustee may execute the same on behalf of such Grantor. Such Grantor hereby appoints any predecessor Collateral Trustee as its agent and attorney to act for it as provided for in this Agreement shall, if required by law, be forthwith recorded, registered and filed by and at the expense of the Grantors, wherever this Agreement is recorded, registered and filednext preceding sentence.

Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time (and, if the Collateral Trustee shall at any time cease to be an "Eligible Institution" (as defined in the Indenture), the Collateral Trustee shall at such time), by giving sixty thirty (6030) days' prior written notice to each of the Grantors Grantors, the Master Servicers, the Company, the Trust Seller, the Agent, the Seller, the Issuer, and the Secured PartiesTrustees, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the appointment of a successor Collateral Trustee or Collateral Trustees (each of which Collateral Trustees shall be an Eligible Collateral Trustee) by the Agent and the Trustees and the acceptance of such appointment by such successor Collateral Trustee or Collateral Trustees (which acceptance shall (i) be in writing, (ii) be signed by such successor Collateral Trustee and delivered to each of the Agent and the Trustees and (iii) expressly acknowledge such successor Collateral Trustee's agreement to be party to, and bound by, the terms of this Agreement, including, without limitation, this Section 3.22). The Collateral Trustee may be removed at any time and a successor Collateral Trustee appointed by (i) until the payment in full affirmative vote of the Credit Agreement ObligationsAgent and the Trustees, which successor Collateral Trustee shall, upon its acceptance of such appointment, deliver a written acceptance thereof as set forth in the Lender and (ii) from and after parenthetical in the payment in full of the Credit Agreement Obligations, the Indenture Trusteeimmediately preceding sentence; provided, however, that the Collateral Trustee shall be entitled to its fees and expenses to the date of removal; and, provided, further, that the Collateral Trustee's rights pursuant to Section 8.5 shall survive with respect to any transaction or occurrence prior to the effective date of such resignation or removal. If no successor Collateral Trustee or Collateral Trustees shall be appointed and approved within sixty thirty (6030) days from the date of the giving of the aforesaid notice of resignation or within sixty thirty (6030) days from the date of such removal, the Collateral Trustee, the Agent, the Issuer Trustee shall, or any Secured Party may, the SSC Master Trust Trustee may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee or Collateral Trustees (any of which shall be an Eligible Collateral Trustee) to act until such time, if any, as a successor Collateral Trustee or Collateral Trustees shall have been appointed as above provided. Any successor Collateral Trustee or Collateral Trustees so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved or Collateral Trustees appointed by the Lender Agent and the Indenture Trustee as above providedTrustees. (b) If at any time the Collateral Trustee shall resign, be removed or otherwise become incapable of actingaction, or if at any time a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee or Collateral Trustees (any of which shall be an Eligible Collateral Trustee) may be appointed by (i) until the payment in full of Agent and the Credit Agreement Obligations, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture Trustee, and the powers, duties, authority and title of the predecessor Collateral Trustee or Collateral Trustees shall be terminated and canceled with or without procuring the resignation of such predecessor Collateral TrusteeTrustee or Collateral Trustees, and without any other formality action (except as may be required by applicable law) than upon delivery to such predecessor Collateral Trustee or Collateral Trustees of written notice, duly executed by the Agent and the Trustees, of such appointment and designation of a successor Collateral Trustee in writingor Collateral Trustees, duly acknowledged, delivered to the predecessor Collateral Trustee and the Grantors, and which notice shall be filed for record in each applicable public office, if any, in which this Agreement is required to be filed. Any successor Collateral Trustee appointed pursuant to this Section 6.7(b) must be reasonably acceptable to the Grantors unless at the time of such appointment a Collateral Event of Default exists. (c) The appointment and designation referred to in Section 6.7(b3.22(b) of this Agreement shall, after any required filing, shall be full evidence of the right and authority to make the same and of all of the facts therein recited, and this Agreement shall vest in such successor Collateral TrusteeTrustee or Collateral Trustees, without any further act, deed or conveyance, all of the estate and title of its predecessor or their predecessors, and, and upon any required filing for record, such appointment and designation the successor Collateral Trustee or Collateral Trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor or their predecessors; but any of such predecessor or predecessors shall, nevertheless, on the written request of the LenderAgent, the Indenture Issuer Trustee or the SSC Master Trust Trustee, any Grantor either of the Grantors, or any the successor Collateral TrusteeTrustee or Collateral Trustees, execute and deliver an instrument transferring to such successor Collateral Trustee or successors all the estates, properties, rights, powers, trusts, duties, authority authorities and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys monies held by it or them to such successor Collateral TrusteeTrustee or Collateral Trustees. Should any deed, conveyance or other instrument in writing from any Grantor either of the Grantors be required by any successor Collateral Trustee or Collateral Trustees for more fully and certainly vesting in such successor Collateral Trustee or Collateral Trustees the estates, properties, rights, powers, trusts, duties, authority authorities and title vested or intended to be vested in the predecessor Collateral TrusteeTrustee or Collateral Trustees, any and all such deeds, conveyances and other instruments in writing shall, on the request of such successor Collateral TrusteeTrustee or Collateral Trustees, be so executed, acknowledged and delivered. (d) Any required filing for record of the instrument appointing a successor Collateral Trustee or Collateral Trustee as hereinabove provided shall be at the expense of the Grantors. The resignation of any Collateral Trustee or Collateral Trustees and the instrument or instrument instruments removing any Collateral TrusteeTrustee or Collateral Trustees, together with all other instruments, deeds and conveyances provided for in this Agreement Article 3 shall, if required by law, be forthwith recorded, registered and filed by and at the expense of the Grantors, wherever this Agreement is recorded, registered and filed. (e) Notwithstanding any provision herein to the contrary, the Collateral Trustee shall at all times be the same Person as the Person acting as "Trustee" pursuant to the terms of (and as defined in) the Pooling and Servicing Agreement and as the "Trustee" pursuant to the terms of (and as defined in) the Indenture.

Resignation and Removal of the Collateral Trustee. (ai) The Collateral Trustee may at any time time, by giving sixty (60) 30 days' ’ prior written notice to the Grantors Company, the Credit Agreement Administrative Agent, the Trustee and the Secured Partieseach Additional Authorized Representative (if any), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (A) 30 days from the date of such notice and (B) the appointment of a successor Collateral TrusteeTrustee or agents by the Company, the acceptance of such appointment by such successor collateral trustee or trustees, and the approval of such successor collateral trustee or trustees by each Authorized Representative; provided that no resignation shall become effective unless and until a successor collateral trustee has been appointed as provided herein. The Upon 30 days’ prior written notice, the Collateral Trustee may be removed at any time and a successor Collateral Trustee collateral trustee or collateral trustees appointed by (i) until the payment in full each of the Credit Agreement Obligations, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture TrusteeAuthorized Representatives; provided, however, provided that the Collateral Trustee shall be entitled to 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; and, provided, further, that the . Any successor Collateral Trustee's rights Trustee appointed pursuant to this Section 8.5 6(h) shall survive with respect to (x) 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 transaction or occurrence prior other Person that is acceptable to the effective date Company and the Required Secured Parties of such resignation or removaleach Class of Parity Lien Obligations. If no successor Collateral Trustee collateral trustee or trustees shall be appointed and approved within sixty (60) 30 days from the date of the giving of the aforesaid notice of resignation or within sixty (60) days from the date of such removal, the Collateral Trustee shallTrustee, the Credit Agreement Administrative Agent, the Trustee, any Additional Authorized Representative or 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 Trustee collateral trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor Collateral Trustee collateral trustee or trustees shall have been appointed as above provided. Any successor Collateral Trustee collateral trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved collateral trustee or trustees appointed by the Lender and the Indenture Trustee Authorized Representatives as above provided. (bii) If at any time the Collateral Trustee shall resign, resign or be removed or otherwise become incapable of acting, or if at any time time, a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee collateral trustee or trustees may be appointed by (i) until the payment in full of the Credit Agreement Obligations, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture TrusteeAuthorized Representatives, and the powers, duties, authority and title of the predecessor Collateral Trustee collateral trustee or trustees terminated and canceled without procuring the resignation of such predecessor Collateral Trusteecollateral trustee or trustees, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor Collateral Trustee collateral trustee or trustees in writing, duly acknowledged, delivered to the predecessor Collateral Trustee collateral trustee or trustees and the GrantorsCompany, and filed for record in each applicable public office, if any, in which this Agreement is required to be filed. Any successor Collateral Trustee appointed pursuant to this Section 6.7(b) must be reasonably acceptable to the Grantors unless at the time of such appointment a Collateral Event of Default exists. (ciii) The appointment and designation referred to in Section 6.7(b6(h)(ii) of this Agreement shall, after any required filing, be full evidence of the right and authority to make the same and of all of the facts therein recited, and this Agreement shall vest in such successor Collateral Trusteecollateral trustee or trustees, without any further act, deed or conveyance, all of the estate and title of its predecessorspredecessor, and, and upon any required such filing for record, record the successor Collateral Trustee collateral trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorspredecessor; but any of such predecessors predecessor shall, nevertheless, on the written request of the LenderApplicable Parity Lien Representative, the Indenture Trustee, any Grantor Company or any the successor Collateral Trusteecollateral trustee or trustees, execute and deliver an instrument transferring to such successor Collateral Trustee or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities Securities and moneys held by it to such successor Collateral Trusteecollateral trustee or trustees. Should any deed, conveyance or other instrument in writing from any Grantor be required by any successor Collateral Trustee collateral trustee or trustees for more fully and certainly vesting in such successor Collateral Trustee collateral trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Trusteecollateral trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Collateral Trusteecollateral trustee or trustees, be so executed, acknowledged and delivereddelivered by such Grantor. (div) Any required filing for record of the instrument appointing a successor Collateral Trustee collateral trustee or trustees as hereinabove provided shall be at the sole expense of the Grantors. The resignation of any Collateral Trustee collateral trustee or trustees and the instrument or instrument instruments removing any Collateral Trusteecollateral trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Agreement Section 6 shall, if required permitted by law, be forthwith recorded, registered and filed by and at the reasonable expense of the Grantors, wherever this Agreement is recorded, registered and filed.

Resignation and Removal of the Collateral Trustee. (ai) The Collateral Trustee may at any time time, by giving sixty (60) 30 days' ’ prior written notice to the Grantors Issuers, the Trustee and the Secured Partieseach Additional Authorized Representative (if any), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (A) 30 days from the date of such notice and (B) the appointment of a successor Collateral TrusteeTrustee or agents by the Issuers, the acceptance of such appointment by such successor collateral trustee or trustees, and the approval of such successor collateral trustee or trustees by each Authorized Representative; provided that no resignation shall become effective unless and until a successor collateral trustee has been appointed as provided herein. The Collateral Trustee may be removed at any time and a successor Collateral Trustee collateral trustee or collateral trustees appointed by (i) until the payment in full each of the Credit Agreement Obligations, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture TrusteeAuthorized Representatives; provided, however, provided that the Collateral Trustee shall be entitled to 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; and, provided, further, that the . Any successor Collateral Trustee's rights Trustee appointed pursuant to this Section 8.5 6(h) shall survive with respect to (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 transaction or occurrence prior other Person that is acceptable to the effective date Issuers and the Required Secured Parties of such resignation or removaleach Class of Parity Lien Obligations. If no successor Collateral Trustee collateral trustee or trustees shall be appointed and approved within sixty (60) 30 days from the date of the giving of the aforesaid notice of resignation or within sixty (60) days from the date of such removal, the Collateral Trustee shallTrustee, the Trustee, any Additional Authorized Representative or any other Secured Party may, apply to any court of competent jurisdiction jurisdiction, at the reasonable expense of the Issuers, to appoint a successor Collateral Trustee collateral trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor Collateral Trustee collateral trustee or trustees shall have been appointed as above provided. Any successor Collateral Trustee collateral trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved collateral trustee or trustees appointed by the Lender and the Indenture Trustee Authorized Representatives as above provided. (bii) If at any time the Collateral Trustee shall resign, resign or be removed or otherwise become incapable of acting, or if at any time time, a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee collateral trustee or trustees may be appointed by (i) until the payment in full of the Credit Agreement Obligations, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture TrusteeAuthorized Representatives, and the powers, duties, authority and title of the predecessor Collateral Trustee collateral trustee or trustees terminated and canceled without procuring the resignation of such predecessor Collateral Trusteecollateral trustee or trustees, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor Collateral Trustee collateral trustee or trustees in writing, duly acknowledged, delivered to the predecessor Collateral Trustee collateral trustee or trustees and the GrantorsIssuers, and filed for record in each applicable public office, if any, in which this Agreement is required to be filed. Any successor Collateral Trustee appointed pursuant to this Section 6.7(b) must be reasonably acceptable to the Grantors unless at the time of such appointment a Collateral Event of Default exists. (ciii) The appointment and designation referred to in Section 6.7(b6(h)(ii) of this Agreement shall, after any required filing, be full evidence of the right and authority to make the same and of all of the facts therein recited, and this Agreement shall vest in such successor Collateral Trusteecollateral trustee or trustees, without any further act, deed or conveyance, all of the estate and title of its predecessorspredecessor, and, and upon any required such filing for record, record the successor Collateral Trustee collateral trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorspredecessor; but any of such predecessors predecessor shall, nevertheless, on the written request of the LenderApplicable Parity Lien Representative, the Indenture Trustee, any Grantor Issuers or any the successor Collateral Trusteecollateral trustee or trustees, execute and deliver an instrument transferring to such successor Collateral Trustee or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities Securities and moneys held by it to such successor Collateral Trusteecollateral trustee or trustees. Should any deed, conveyance or other instrument in writing from any Grantor be required by any successor Collateral Trustee collateral trustee or trustees for more fully and certainly vesting in such successor Collateral Trustee collateral trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Trusteecollateral trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Collateral Trusteecollateral trustee or trustees, be so executed, acknowledged and delivereddelivered by such Grantor. (div) Any required filing for record of the instrument appointing a successor Collateral Trustee collateral trustee or trustees as hereinabove provided shall be at the sole expense of the Grantors. The resignation of any Collateral Trustee collateral trustee or trustees and the instrument or instrument instruments removing any Collateral Trusteecollateral trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Agreement Section 6 shall, if required permitted by law, be forthwith recorded, registered and filed by and at the reasonable expense of the Grantors, wherever this Agreement is recorded, registered and filed.

Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time by giving sixty (60) time, upon 30 days' ’ prior written notice (which prior notice may be waived by the Primary Holder Representatives) to the Grantors Company and the Secured Partieseach Primary Holder Representative, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Trustee. The Collateral Trustee may be removed at any time and a by the Directing Parties, (ii) the acceptance of such appointment by such successor Collateral Trustee appointed by (i) until the payment in full of the Credit Agreement Obligations, the Lender and (iiiii) from and after the payment in full approval of the Credit Agreement Obligations, the Indenture Trustee; provided, however, that the such successor Collateral Trustee evidenced by one or more instruments signed by the Directing Parties (which approval, in each case, shall not be entitled to its fees and expenses to the date of removal; and, provided, further, that the Collateral Trustee's rights pursuant to Section 8.5 shall survive with respect to any transaction or occurrence prior to the effective date of such resignation or removalunreasonably withheld). If no successor Collateral Trustee shall be appointed and approved shall have accepted such appointment within sixty (60) 60 days from after the date of the giving of Collateral Trustee gives the aforesaid notice of resignation or within sixty (60) days from the date of such removalresignation, the Collateral Trustee shallTrustee, or any Secured Party mayor, if a Notice of Acceleration is in effect, the Directing Parties may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee shall have been appointed as above providedprovided in this Section 5.7. Any successor Collateral Trustee so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved appointed by the Lender Directing Parties as provided in Section 5.7(b). The Directing Parties may, at any time, upon giving 30 days’ prior written notice thereof to the Collateral Trustee, the Company and each other Primary Holder Representative, remove the Indenture Collateral Trustee as above provided. (b) and appoint a successor Collateral Trustee, such removal to be effective upon the acceptance of such appointment by the successor. The Collateral Trustee shall be entitled to Trustee Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal. If at any time the Collateral Trustee shall resign, resign or be removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee may be appointed by (i) until the payment in full Directing Parties with the consent of the Credit Agreement Obligations, the Lender and Company (iinot to be unreasonably withheld or delayed) from and after the payment in full if no Event of the Credit Agreement Obligations, the Indenture Trustee, Default exists and the Company has certified in writing to the Collateral Trustee that no Event of Default exists. The powers, duties, authority and title of the predecessor Collateral Trustee shall be terminated and canceled cancelled without procuring the resignation of such predecessor Collateral Trustee, and without any other formality (except as may be required by applicable lawany Applicable Law) than the appointment and designation of a successor Collateral Trustee in writing, writing duly acknowledged, delivered to the predecessor Collateral Trustee and the Grantors, and filed for record in each applicable office, if any, in which this Agreement is required to be filedCompany. Any successor Collateral Trustee appointed pursuant to this Section 6.7(b) must be reasonably acceptable to the Grantors unless at the time of such appointment a Collateral Event of Default exists. (c) The Such appointment and designation referred to in Section 6.7(b) of this Agreement shall, after any required filing, shall be full evidence of the right and authority to make the same and of all of the facts therein recited, and this Agreement and the other Trust Security Documents shall vest in such successor Collateral Trusteesuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessors, and, upon any required filing for record, the successor Collateral Trustee shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorspredecessor; but any of such predecessors predecessor shall, nevertheless, on the written request of the LenderDirecting Parties, the Indenture TrusteeCompany, any Grantor or any successor Collateral Trusteethe successor, execute and deliver an instrument transferring to such successor Collateral Trustee all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and under the other Trust Security Documents and shall deliver all securities and moneys Collateral held by it or its agents to such successor Collateral Trusteesuccessor. Should any deed, conveyance or other instrument in writing from any Grantor be reasonably required by any successor Collateral Trustee for more fully and certainly vesting in such successor Collateral Trustee the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Trustee, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Collateral Trusteesuccessor, be so executed, acknowledged and delivered. (d) Any required filing for record of delivered by such Grantor. If such Grantor shall not have executed and delivered any such deed, conveyance or other instrument within 10 days after it received a written request from the instrument appointing a successor Collateral Trustee to do so, or if a Notice of Acceleration is in effect, the predecessor Collateral Trustee may execute the same on behalf of such Grantor. Such Grantor hereby appoints any predecessor Collateral Trustee as hereinabove its agent and attorney to act for it as provided in the next preceding sentence. Status of Successor Collateral Trustee. Every successor Collateral Trustee appointed pursuant to Section 5.7 shall be at a bank or trust company in good standing and having power to act as Collateral Trustee hereunder, incorporated under the expense laws of the Grantors. The resignation United States of America or any State thereof or the District of Columbia and having its principal corporate trust office within the 48 contiguous States and shall also have capital, surplus and undivided profits of not less than $500,000,000, if there be such an institution with such capital, surplus and undivided profits willing, qualified and generally recognized as capable of undertaking duties and obligations of the type imposed upon the Collateral Trustee hereunder and that is able to accept the instrument trust hereunder upon reasonable or instrument removing any Collateral Trustee, together with all other instruments, deeds and conveyances provided for in this Agreement shall, if required by law, be forthwith recorded, registered and filed by and at the expense of the Grantors, wherever this Agreement is recorded, registered and filedcustomary terms.

Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time (and, if the Collateral Trustee shall at any time cease to be an Eligible Collateral Trustee, the Collateral Trustee shall at such time), by giving sixty thirty (6030) days' prior written notice to each of the Grantors Grantors, the Master Servicer, the Company, the Seller, the Agent and the Secured PartiesTrustee, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the appointment of a successor Collateral Trustee or Collateral Trustees (each of which Collateral Trustees shall be an Eligible Collateral Trustee) by the Agent and the Trustee and the acceptance of such appointment by such successor Collateral Trustee or Collateral Trustees (which acceptance shall (i) be in writing, (ii) be signed by such successor Collateral Trustee and delivered to each of the Agent and the Trustee and (iii) expressly acknowledge such successor Collateral Trustee's agreement to be party to, and bound by, the terms of this Agreement, including, without limitation, this Section 3.22). The Collateral Trustee may be removed at any time and a successor Collateral Trustee appointed by (i) until the payment in full affirmative vote of the Credit Agreement ObligationsAgent and the Trustee, which successor Collateral Trustee shall, upon its acceptance of such appointment, deliver a written acceptance thereof as set forth in the Lender and (ii) from and after parenthetical in the payment in full of the Credit Agreement Obligations, the Indenture Trusteeimmediately preceding sentence; provided, however, that the Collateral Trustee shall be entitled to its fees and expenses to the date of removal; and, provided, further, that the Collateral Trustee's rights pursuant to Section 8.5 shall survive with respect to any transaction or occurrence prior to the effective date of such resignation or removal. If no successor Collateral Trustee or Collateral Trustees shall be appointed and approved within sixty thirty (6030) days from the date of the giving of the aforesaid notice of resignation or within sixty thirty (6030) days from the date of such removal, the Collateral Trustee, the Agent or the Trustee shall, or any Secured Party may, may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee or Collateral Trustees (any of which shall be an Eligible Collateral Trustee) to act until such time, if any, as a successor Collateral Trustee or Collateral Trustees shall have been appointed as above provided. Any successor Collateral Trustee or Collateral Trustees so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved or Collateral Trustees appointed by the Lender Agent and the Indenture Trustee as above providedTrustee. (b) If at any time the Collateral Trustee shall resign, be removed or otherwise become incapable of actingaction, or if at any time a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee or Collateral Trustees (any of which shall be an Eligible Collateral Trustee) may be appointed by (i) until the payment in full of Agent and the Credit Agreement Obligations, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture Trustee, and the powers, duties, authority and title of the predecessor Collateral Trustee or Collateral Trustees shall be terminated and canceled cancelled with or without procuring the resignation of such predecessor Collateral TrusteeTrustee or Collateral Trustees, and without any other formality action (except as may be required by applicable law) than upon delivery to such predecessor Collateral Trustee or Collateral Trustees of written notice, duly executed by the Agent and the Trustee, of such appointment and designation of a successor Collateral Trustee in writingor Collateral Trustees, duly acknowledged, delivered to the predecessor Collateral Trustee and the Grantors, and which notice shall be filed for record in each applicable public office, if any, in which this Agreement is required to be filed. Any successor Collateral Trustee appointed pursuant to this Section 6.7(b) must be reasonably acceptable to the Grantors unless at the time of such appointment a Collateral Event of Default exists. (c) The appointment and designation referred to in Section 6.7(b3.22(b) of this Agreement shall, after any required filing, shall be full evidence of the right and authority to make the same and of all of the facts therein recited, and this Agreement shall vest in such successor Collateral TrusteeTrustee or Collateral Trustees, without any further act, deed or conveyance, all of the estate and title of its predecessor or their predecessors, and, and upon any required filing for record, such appointment and designation the successor Collateral Trustee or Collateral Trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor or their predecessors; but any of such predecessor or predecessors shall, nevertheless, on the written request of the Lender, Agent or the Indenture Trustee, any Grantor either of the Grantors, or any the successor Collateral TrusteeTrustee or Collateral Trustees, execute and deliver an instrument transferring to such successor Collateral Trustee or successors all the estates, properties, rights, powers, trusts, duties, authority authorities and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys monies held by it or them to such successor Collateral TrusteeTrustee or Collateral Trustees. Should any deed, conveyance or other instrument in writing from any Grantor either of the Grantors be required by any successor Collateral Trustee or Collateral Trustees for more fully and certainly vesting in such successor Collateral Trustee or Collateral Trustees the estates, properties, rights, powers, trusts, duties, authority authorities and title vested or intended to be vested in the predecessor Collateral TrusteeTrustee or Collateral Trustees, any and all such deeds, conveyances and other instruments in writing shall, on the request of such successor Collateral TrusteeTrustee or Collateral Trustees, be so executed, acknowledged and delivered. (d) Any required filing for record of the instrument appointing a successor Collateral Trustee or Collateral Trustee as hereinabove provided shall be at the expense of the Grantors. The resignation of any Collateral Trustee or Collateral Trustees and the instrument or instrument instruments removing any Collateral TrusteeTrustee or Collateral Trustees, together with all other instruments, deeds and conveyances provided for in this Agreement Article 3 shall, if required by law, be forthwith recorded, registered and filed by and at the expense of the Grantors, wherever this Agreement is recorded, registered and filed. (e) Notwithstanding any provision herein to the contrary, the Collateral Trustee shall at all times be the same Person as the Person acting as "Trustee" pursuant to the terms (and as defined in) the Pooling and Servicing Agreement.

Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time time, by giving sixty (60) days' prior written notice to the Grantors Borrower and the Secured PartiesDOE, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Trustee. The Collateral Trustee may be removed at any time and a , (ii) the acceptance of such appointment by such successor Collateral Trustee appointed by (i) until the payment in full of the Credit Agreement Obligations, the Lender and (iiiii) from and after the payment in full approval of the Credit Agreement Obligations, the Indenture Trustee; provided, however, that the such successor Collateral Trustee shall be entitled to its fees and expenses to the date of removal; and, provided, further, that the Collateral Trustee's rights pursuant to Section 8.5 shall survive with respect to any transaction evidenced by one or occurrence prior to the effective date of such resignation or removalmore instruments signed by DOE. If no successor Collateral Trustee shall be appointed as provided in Section 5.7(b) and approved shall have accepted such appointment within sixty ninety (6090) days from after the date of the giving of Collateral Trustee gives the aforesaid notice of resignation or within sixty (60) days from the date of such removalresignation, the Collateral Trustee shallTrustee, or any Secured Party maythe Borrower (so long as no Notice of Default is then in effect) or, if a Notice of Default is in effect, DOE may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee shall have been appointed as above providedprovided in Section 5.7(b). Any successor Collateral Trustee so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved appointed by DOE, as the Lender and the Indenture Trustee case may be, as above provided. (b) If provided in Section 5.7(b). DOE may, at any time the Collateral Trustee shall resign, be removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee may be appointed by upon giving thirty (i30) until the payment in full of the Credit Agreement Obligations, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture Trustee, and the powers, duties, authority and title of the predecessor Collateral Trustee terminated and canceled without procuring the resignation of such predecessor Collateral Trustee, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor Collateral Trustee in writing, duly acknowledged, delivered days’ prior written notice thereof to the predecessor Collateral Trustee and the GrantorsBorrower, and filed for record in each applicable office, if any, in which this Agreement is required to be filed. Any successor remove the Collateral Trustee appointed pursuant to this Section 6.7(b) must be reasonably acceptable to the Grantors unless at the time of such appointment a Collateral Event of Default exists. (c) The appointment and designation referred to in Section 6.7(b) of this Agreement shall, after any required filing, be full evidence of the right and authority to make the same and all of the facts therein recited, and this Agreement shall vest in such successor Collateral Trustee, without any further act, deed or conveyance, all of the estate and title of its predecessors, and, upon any required filing for record, the successor Collateral Trustee shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessors; but any of such predecessors shall, nevertheless, on the written request of the Lender, the Indenture Trustee, any Grantor or any successor Collateral Trustee, execute and deliver an instrument transferring to such successor Collateral Trustee all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and shall deliver all securities and moneys held by it to such successor Collateral Trustee. Should any deed, conveyance or other instrument in writing from any Grantor be required by any successor Collateral Trustee for more fully and certainly vesting in such successor Collateral Trustee the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Trustee, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Collateral Trustee, be so executed, acknowledged and delivered. (d) Any required filing for record of the instrument appointing appoint a successor Collateral Trustee as hereinabove provided in Section 5.7(b), such removal to be effective upon the acceptance of such appointment by the successor. The Collateral Trustee shall be at entitled to Trustee Fees to the expense of the Grantors. The extent incurred or arising, or relating to events occurring, before such resignation of any Collateral Trustee and the instrument or instrument removing any Collateral Trustee, together with all other instruments, deeds and conveyances provided for in this Agreement shall, if required by law, be forthwith recorded, registered and filed by and at the expense of the Grantors, wherever this Agreement is recorded, registered and filedremoval.

Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time time, by giving sixty (60) 30 days' prior written notice to the Grantors and the Secured PartiesAdministrative Agent, resign and be fully discharged from the duties, obligations and responsibilities created by this Agreement or any of the responsibilities hereby createdother Financing Documents, such resignation to become effective upon the appointment of a successor Collateral Trustee. The Collateral Trustee may be removed at any time and a successor Collateral Trustee appointed by (i) until the payment in full of Administrative Agent after consultation with the Credit Agreement Obligations, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture Trustee; provided, however, that the Collateral Trustee shall be entitled to its fees and expenses to the date of removal; and, provided, further, that the Collateral Trustee's rights pursuant to Section 8.5 shall survive with respect to any transaction or occurrence prior to the effective date of such resignation or removalBorrower. If no successor Collateral Trustee shall be appointed and approved shall have accepted such appointment within sixty (60) 90 days from after the date of the giving of Collateral Trustee gives the aforesaid notice of resignation or within sixty (60) days from the date of such removalresignation, the Collateral Trustee shall, or any Secured Party may, may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee shall have been appointed as above providedprovided in this Section and shall have accepted such appointment. Any successor Collateral Trustee so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved appointed as provided in this Section. The Secured Parties shall, if so requested by the Lender Collateral Trustee, execute a Deed of Release and Retirement containing an adequate indemnity in form and substance satisfactory to the Indenture Trustee as above providedCollateral Trustee. (b) The Majority Lenders may remove the Collateral Trustee and upon the appointment of a successor Collateral Trustee and acceptance of such appointment by such successor, the Collateral Trustee shall be discharged from the duties, obligations and responsibilities created by this Agreement or any other Financing Document. Any Collateral Trustee shall be entitled to payment or reimbursement of fees, costs and expenses (including those of its counsel and agents) to the extent incurred or arising, or relating to events occurring, before such resignation or removal. The Lenders shall, if so requested by the Collateral Trustee, execute a Deed of Release and Retirement containing an adequate indemnity in form and substance satisfactory to the Collateral Trustee. (c) If at any time the Collateral Trustee shall resign, resign or be removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee may be appointed by (i) until the payment in full of the Credit Agreement Obligations, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture Trustee, and the powers, duties, authority and title of the predecessor such Collateral Trustee shall be terminated and canceled cancelled without procuring the its resignation of such predecessor Collateral Trustee, and without any other formality (except as may be required by applicable lawApplicable Law) other than the appointment and designation of a successor Collateral Trustee in writing, writing duly acknowledged, acknowledged and delivered to the predecessor Collateral Trustee and the Grantors, and filed for record in each applicable office, if any, in which this Agreement is required to be filedAdministrative Agent. Any successor Collateral Trustee appointed pursuant to this Section 6.7(b) must be reasonably acceptable to the Grantors unless at the time of such appointment a Collateral Event of Default exists. (c) The Such appointment and designation referred to in Section 6.7(b) of this Agreement shall, after any required filing, shall be full evidence of the right and authority to make the same and of all of the facts therein recited, and recited in this Agreement and the other Financing Documents, and shall vest in such successor Collateral Trustee, without any further act, deed or conveyance, all of the estate and title of its predecessors, and, upon any required filing for record, the successor Collateral Trustee shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorspredecessor Collateral Trustee; but any of such predecessors predecessor Collateral Trustee shall, nevertheless, on the written request of the Lender, Administrative Agent or the Indenture Trustee, any Grantor or any successor Collateral Trustee, Trustee execute and deliver an instrument transferring to such successor Collateral Trustee all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor Collateral Trustee hereunder and shall deliver all securities and moneys Collateral held by it or him or its or his agents to such successor Collateral Trustee. Should any deedThe Secured Parties shall, conveyance or other instrument in writing from any Grantor be required if so requested by any successor Collateral Trustee for more fully and certainly vesting in such successor Collateral Trustee the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Trustee, any execute a Deed of Release and all such deeds, conveyances Retirement containing an adequate indemnity in form and other instruments in writing shall, on request of such successor substance satisfactory to the Collateral Trustee, be so executed, acknowledged and delivered. (d) Any required filing for record of the instrument appointing a successor Collateral Trustee as hereinabove provided shall be at the expense of the Grantors. The resignation of any Collateral Trustee and the instrument or instrument removing any Collateral Trustee, together with all other instruments, deeds and conveyances provided for in this Agreement shall, if required by law, be forthwith recorded, registered and filed by and at the expense of the Grantors, wherever this Agreement is recorded, registered and filed.

Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time by giving sixty (60) time, upon 30 days' ’ prior written notice (which prior notice may be waived by the Primary Holder Representatives) to the Grantors Company and the Secured Partieseach Primary Holder Representative, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Trustee. The Collateral Trustee may be removed at any time and a by the Directing Parties, (ii) the acceptance of such appointment by such successor Collateral Trustee appointed by (i) until the payment in full of the Credit Agreement Obligations, the Lender and (iiiii) from and after the payment in full approval of the Credit Agreement Obligations, the Indenture Trustee; provided, however, that the such successor Collateral Trustee evidenced by one or more instruments signed by the Directing Parties (which approval, in each case, shall not be entitled to its fees and expenses to the date of removal; and, provided, further, that the Collateral Trustee's rights pursuant to Section 8.5 shall survive with respect to any transaction or occurrence prior to the effective date of such resignation or removalunreasonably withheld). If no successor Collateral Trustee shall be appointed and approved shall have accepted such appointment within sixty (60) 60 days from after the date of the giving of Collateral Trustee gives the aforesaid notice of resignation or within sixty (60) days from the date of such removalresignation, the Collateral Trustee shallTrustee, or any Secured Party mayor, if a Notice of Acceleration is in effect, the Directing Parties may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee shall have been appointed as above providedprovided in this Section 5.7. Any successor Collateral Trustee so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved appointed by the Lender Directing Parties as provided in Section 5.7(b). The Directing Parties may, at any time, upon giving 30 days’ prior written notice thereof to the Collateral Trustee, the Company and each other Primary Holder Representative, remove the Indenture Collateral Trustee as above providedand appoint a successor Collateral Trustee, such removal to be effective upon the acceptance of such appointment by the successor. The Collateral Trustee shall be entitled to Trustee Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal. (b) If at any time the Collateral Trustee shall resign, resign or be removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee may be appointed by (i) until the payment in full Directing Parties with the consent of the Credit Agreement Obligations, the Lender and Company (iinot to be unreasonably withheld or delayed) from and after the payment in full if no Event of the Credit Agreement Obligations, the Indenture Trustee, Default exists and the Company has certified in writing to the Collateral Trustee that no Event of Default exists. The powers, duties, authority and title of the predecessor Collateral Trustee shall be terminated and canceled cancelled without procuring the resignation of such predecessor Collateral Trustee, and without any other formality (except as may be required by applicable lawany Applicable Law) than the appointment and designation of a successor Collateral Trustee in writing, writing duly acknowledged, delivered to the predecessor Collateral Trustee and the Grantors, and filed for record in each applicable office, if any, in which this Agreement is required to be filedCompany. Any successor Collateral Trustee appointed pursuant to this Section 6.7(b) must be reasonably acceptable to the Grantors unless at the time of such appointment a Collateral Event of Default exists. (c) The Such appointment and designation referred to in Section 6.7(b) of this Agreement shall, after any required filing, shall be full evidence of the right and authority to make the same and of all of the facts therein recited, and this Agreement and the other Trust Security Documents shall vest in such successor Collateral Trusteesuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessors, and, upon any required filing for record, the successor Collateral Trustee shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorspredecessor; but any of such predecessors predecessor shall, nevertheless, on the written request of the LenderDirecting Parties, the Indenture TrusteeCompany, any Grantor or any successor Collateral Trusteethe successor, execute and deliver an instrument transferring to such successor Collateral Trustee all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and under the other Trust Security Documents and shall deliver all securities and moneys Collateral held by it or its agents to such successor Collateral Trusteesuccessor. Should any deed, conveyance or other instrument in writing from any Grantor be reasonably required by any successor Collateral Trustee for more fully and certainly vesting in such successor Collateral Trustee the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Trustee, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Collateral Trusteesuccessor, be so executed, acknowledged and delivered. (d) Any required filing for record of delivered by such Grantor. If such Grantor shall not have executed and delivered any such deed, conveyance or other instrument within 10 days after it received a written request from the instrument appointing a successor Collateral Trustee as hereinabove provided shall be at to do so, or if a Notice of Acceleration is in effect, the expense of the Grantors. The resignation of any predecessor Collateral Trustee may execute the same on behalf of such Grantor. Such Grantor hereby appoints any predecessor Collateral Trustee as its agent and attorney to act for it as provided in the instrument or instrument removing any Collateral Trustee, together with all other instruments, deeds and conveyances provided for in this Agreement shall, if required by law, be forthwith recorded, registered and filed by and at the expense of the Grantors, wherever this Agreement is recorded, registered and filednext preceding sentence.

Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time time, by giving sixty (60) days' prior written notice to the Grantors Borrower and the Secured Partieseach Representative, resign and be discharged of the responsibilities hereby created, and upon such resignation the Representatives shall have the right to select a successor Collateral Trustee. Such resignation shall become effective upon the earlier to occur of (x) 45 days after the aforesaid notice of resignation is given and (y)(i) the appointment of a successor Collateral Trustee. The Collateral Trustee may be removed at any time and a , (ii) the acceptance of such appointment by such successor Collateral Trustee appointed by (i) until the payment in full of the Credit Agreement Obligations, the Lender and (iiiii) from and after the payment in full approval of the Credit Agreement Obligations, the Indenture Trustee; provided, however, that the such successor Collateral Trustee shall be entitled to its fees and expenses to the date of removal; and, provided, further, that the Collateral Trustee's rights pursuant to Section 8.5 shall survive with respect to any transaction evidenced by one or occurrence prior to the effective date of such resignation or removalmore instruments executed by each Representative. If no successor Collateral Trustee shall be appointed and approved shall have accepted such appointment within sixty (60) 45 days from after the date of the giving of Collateral Trustee gives the aforesaid notice of resignation or within sixty (60) days from the date of such removalresignation, the Collateral Trustee shallBorrower, any Representative or any other Secured Party may, may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee shall have been appointed as above providedprovided in this Section 5.07. Any successor Collateral Trustee so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved appointed as provided in Section 5.07(b). The Collateral Trustee shall be entitled to Collateral Trustee Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal. The Representatives may, at any time upon giving 30 days’ prior written notice thereof to the Collateral Trustee, remove any Collateral Trustee that has been appointed Collateral Trustee hereunder after the Collateral Trust Effective Date and appoint a successor thereto, such removal to be effective upon the acceptance of such appointment by the Lender successor. If no successor Collateral Trustee shall be appointed and shall have accepted such appointment within 30 days after notice of removal is given to the Indenture Collateral Trustee by the Representatives, the Collateral Trustee may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as above provideda successor Collateral Trustee shall have been appointed as provided in this Section 5.07. The Collateral Trustee shall be entitled to Trustee Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal. (b) If at any time the Collateral Trustee shall resign, resign or be removed or otherwise become incapable of actingremoved, or if at any time a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee may be appointed by (i) until the payment in full Representatives with the consent of the Credit Agreement ObligationsBorrower, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture Trustee, and the which consent shall not be unreasonably withheld. The powers, duties, authority and title of the predecessor Collateral Trustee shall be terminated and canceled cancelled without procuring the resignation of such predecessor Collateral Trustee, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor Collateral Trustee in writing, writing duly acknowledged, acknowledged and delivered to the predecessor Collateral Trustee and the Grantors, and filed for record in each applicable office, if any, in which this Agreement is required to be filedBorrower. Any successor Collateral Trustee appointed pursuant to this Section 6.7(b) must be reasonably acceptable to the Grantors unless at the time of such appointment a Collateral Event of Default exists. (c) The Such appointment and designation referred to in Section 6.7(b) of this Agreement shall, after any required filing, shall be full evidence of the right and authority to make the same and of all of the facts therein recited, and this Collateral Trust Agreement and the Trust Security Agreements shall vest in such successor Collateral Trusteesuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessors, and, upon any required filing for record, the successor Collateral Trustee shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorspredecessor; but any of such predecessors predecessor shall, nevertheless, on the written request of the Lenderany Representative, the Indenture TrusteeBorrower, any Grantor or any the successor Collateral Trustee, execute and deliver an instrument transferring to such successor Collateral Trustee all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and under the Collateral Trust Security Documents and shall deliver all securities and moneys Collateral held by it or its agents to such successor Collateral Trusteesuccessor. Should any deed, conveyance or other instrument in writing from any Grantor Loan Party be required by any successor Collateral Trustee for more fully and certainly vesting in such successor Collateral Trustee the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Trustee, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Collateral Trusteesuccessor, be so executed, acknowledged and delivered. (d) Any required filing for record of delivered by such Loan Party. If such Loan Party shall not have executed and delivered any such deed, conveyance or other instrument within 10 days after it received a written request from the instrument appointing a successor Collateral Trustee as hereinabove provided shall be at to do so, or if a Notice of Event of Default is in effect, the expense of the Grantors. The resignation of any predecessor Collateral Trustee may execute the same on behalf of such Loan Party. Such Loan Party hereby appoints any predecessor Collateral Trustee as its agent and attorney to act for it as provided in the instrument or instrument removing any Collateral Trustee, together with all other instruments, deeds and conveyances provided for in this Agreement shall, if required by law, be forthwith recorded, registered and filed by and at the expense of the Grantors, wherever this Agreement is recorded, registered and filednext preceding sentence.