Common use of Resignation of Collateral Agent Clause in Contracts

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of Securities, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent or Custodial Agent, as the case may be. If no successor Collateral Agent or Custodial Agent, as the case may be, shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's or Custodial Agent's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent mayor Custodial Agent, on behalf as the case may be, may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent or Custodial Agent, that as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00075,000,000. Upon the acceptance of any appointment as Collateral Agent or Custodial Agent, as the case may be, hereunder by a successor Collateral Agent or Custodial Agent, as the case may be, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent or Custodial Agent, as the case may be, and the retiring Collateral Agent or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent or Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent’s 's or Custodial Agent's resignation hereunder as Collateral Agent or Custodial Agent, the provisions of this Section 9 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or Custodial Agent. The fees payable by Any resignation or removal of the Borrower to a successor Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the same as those payable to its predecessor unless otherwise agreed between simultaneous resignation or removal of the Borrower Custodial Agent and such successor, and such payment to be made as and when invoiced by the successor Collateral AgentSecurities Intermediary.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to the other Secured Parties of its resignation as Collateral Agent under this Agreement and the ObligorsFirst Lien Security Documents to each Authorized Representative and the Issuer. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Issuer, to appoint a successor Collateral Agentsuccessor. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify each Authorized Representative and the Issuer that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the First Lien Security Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Secured Parties under any First Lien Security Document, the retiring Collateral Agent shall continue to hold such Collateral solely for purposes of maintaining the perfection of the security interests of the Secured Parties therein until such time as a financial institution that has an office in New Yorksuccessor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Secured Parties) and (b) all payments, New York communications and has determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a combined capital and surplus and undivided profits of at least $1,000,000,000successor Collateral Agent as provided above. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the First Lien Security Documents (if not already discharged therefrom as provided above). After any retiring Notwithstanding the resignation of the Collateral Agent’s resignation Agent hereunder as Collateral Agentand under the First Lien Security Documents, the provisions of this Section 9 Article and the equivalent provision of any Additional First Lien Document shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Secured Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable First Lien Security Documents, the Issuer agrees to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of Securities, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,000750,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to the other Secured Parties of its resignation as Collateral Agent under this Agreement and the ObligorsFirst Lien Security Documents to each Authorized Representative and the Company. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Company, to appoint a successor Collateral Agentsuccessor. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify each Authorized Representative and the Company that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the First Lien Security Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Secured Parties under any First Lien Security Document, the retiring Collateral Agent shall continue to hold such Collateral solely for purposes of maintaining the perfection of the security interests of the Secured Parties therein until such time as a financial institution that has an office in New Yorksuccessor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Secured Parties) and (b) all payments, New York communications and has determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a combined capital and surplus and undivided profits of at least $1,000,000,000successor Collateral Agent as provided above. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the First Lien Security Documents (if not already discharged therefrom as provided above). After any retiring Notwithstanding the resignation of the Collateral Agent’s resignation Agent hereunder as Collateral Agentand under the First Lien Security Documents, the provisions of this Section 9 Article and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Secured Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable First Lien Security Documents, the Company agrees to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents (including, if applicable, as Senior Collateral Agent under the Second Lien Intercreditor Agreement) to each Authorized Representative and the ObligorsParent Borrower. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Parent Borrower, to appoint a successor Collateral Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Parent Borrower and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other First Lien Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor and under the First Lien Security Documents (including, if applicable, acting as Senior Collateral AgentAgent under the Second Lien Intercreditor Agreement), such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable other First Lien Security Documents, the Parent Borrower agrees to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First-Priority Collateral Documents to each Authorized Representative and the ObligorsCompany. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the rightright (subject, with unless an Event of Default relating to a payment default or the commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Borrower Company (not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing or delayed)), to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 10 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First-Priority Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that, if the Collateral Agent shall notify the Company and each Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First-Priority Collateral Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First-Priority Secured Parties under any of the First-Priority Collateral Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First-Priority Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any Other First-Priority Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor and under the First-Priority Collateral AgentDocuments, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other First-Priority Collateral Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article, Sections 8.07 and 9.05 of the Credit Agreement and the equivalent provision of any Other First-Priority Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower Collateral Agent hereunder and under the other First-Priority Collateral Documents, the Company agrees to a use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First-Priority Collateral Documents to the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made promptly as and when invoiced by the successor Collateral Agentpracticable.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsBorrower. Upon receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agentsuccessor. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, may on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent; provided that if the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a financial institution that has an office successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder or under the other Loan Documents (if not already discharged therefrom as Collateral Agent, the provisions of provided above in this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral AgentSection). The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.4 shall continue in effect for the benefit of such payment retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be made taken by any of them while the retiring Collateral Agent was acting as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of New Securities, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent or Custodial Agent, as the case may be. If no successor Collateral Agent or Custodial Agent, as the case may be, shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's or Custodial Agent's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent mayor Custodial Agent, on behalf as the case may be, may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent or Custodial Agent, that as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00075,000,000. Upon the acceptance of any appointment as Collateral Agent or Custodial Agent, as the case may be, hereunder by a successor Collateral Agent or Custodial Agent, as the case may be, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent or Custodial Agent, as the case may be, and the retiring Collateral Agent or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent or Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent’s 's or Custodial Agent's resignation hereunder as Collateral Agent or Custodial Agent, the provisions of this Section 9 Article VIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or Custodial Agent. The fees payable by Any resignation or removal of the Borrower to a successor Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the same as those payable to its predecessor unless otherwise agreed between simultaneous resignation or removal of the Borrower Custodial Agent and such successor, and such payment to be made as and when invoiced by the successor Collateral AgentSecurities Intermediary.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of Securities, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent or Custodial Agent, as the case may be. If no successor Collateral Agent or Custodial Agent, as the case may be, shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's or Custodial Agent's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent mayor Custodial Agent, on behalf as the case may be, may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent or Custodial Agent, that as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00075,000,000. Upon the acceptance of any appointment as Collateral Agent or Custodial Agent, as the case may be, hereunder by a successor Collateral Agent or Custodial Agent, as the case may be, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent or Custodial Agent, as the case may be, and the retiring Collateral Agent or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent or Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent’s 's or Custodial Agent's resignation hereunder as Collateral Agent or Custodial Agent, the provisions of this Section 9 Article VIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or Custodial Agent. The fees payable by Any resignation or removal of the Borrower to a successor Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the same as those payable to its predecessor unless otherwise agreed between simultaneous resignation or removal of the Borrower Custodial Agent and such successor, and such payment to be made as and when invoiced by the successor Collateral AgentSecurities Intermediary.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents (including, if applicable, as Senior Collateral Agent under the Second Lien Intercreditor Agreement) to each Authorized Representative and the ObligorsU.S. Borrower. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing U.S. Borrower, to appoint a successor Collateral Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the U.S. Borrower and each Authorized Representative that no qualifying person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other First Lien Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor and under the First Lien Security Documents (including, if applicable, acting as Senior Collateral AgentAgent under the Second Lien Intercreditor Agreement), such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective related parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable other First Lien Security Documents, Holdings and the U.S. Borrower agree to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents to each Authorized Representative and the ObligorsIntermediate Holdings. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the rightright (subject, with unless an Event of Default relating to a payment default or the commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Borrower Intermediate Holdings (not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing or delayed)), to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 10 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that, if the Collateral Agent shall notify Intermediate Holdings and each Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any other First Lien Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article, Sections 8.07 and 9.05 of the Credit Agreement and the equivalent provision of any Other First Lien Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower Collateral Agent hereunder and under the other First Lien Security Documents, Intermediate Holdings agrees to a use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made promptly as and when invoiced by the successor Collateral Agentpracticable.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsBorrower. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Default or Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company, the Unit Agent and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder, (b) the Collateral Agent may be removed at any time by the Company (provided, that, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder shall have consented to such removal), and (c) if the ObligorsCollateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving notice of such failure by the Unit Agent and such failure shall be continuing, the Collateral Agent may be removed by the Unit Agent. The Unit Agent shall promptly notify the Company and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Securities) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 7 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required (or if an Event of Default or Trigger Event has occurred and is continuing in consultation with the Borrower) to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution bank that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower shall pay to a any successor Collateral Agent shall be the same as those payable fees and charges necessary to its predecessor unless otherwise agreed between the Borrower and induce such successor, and such payment to be made as and when invoiced by the successor Collateral AgentAgent to accept its appointment hereunder.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Treasury Notes) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by Promptly following the Borrower to a successor removal or resignation of the Collateral Agent the Company shall be the same as those payable give written notice thereof to its predecessor unless otherwise agreed between the Borrower and such successorMoody's Investors Services, and such payment to be made as and when invoiced by the successor Collateral Agent.Inc.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of Securities, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent or Custodial Agent, as the case may be. If no successor Collateral Agent or Custodial Agent, as the case may be, shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's or Custodial Agent's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent mayor Custodial Agent, on behalf as the case may be, may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent or Custodial Agent, that as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00075,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder or Custodial Agent hereunder, as the case may be, by a successor Collateral Agent or Custodial Agent, as the case may be, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent or Custodial Agent, as the case may be, and the retiring Collateral Agent or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent or Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent’s 's or Custodial Agent's resignation hereunder as Collateral AgentAgent or Custodial Agent hereunder, the provisions of this Section 9 Article VIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or Custodial Agent. The fees payable by Any resignation or removal of the Borrower to a successor Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the same as those payable to its predecessor unless otherwise agreed between simultaneous resignation or removal of the Borrower Custodial Agent and such successor, and such payment to be made as and when invoiced by the successor Collateral AgentSecurities Intermediary.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsXxxxxxxx. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Default or Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Xxxxxxx and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6. 12.7.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents to each Authorized Representative and the ObligorsCompany. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the rightright (subject, with unless an Event of Default relating to a payment default or the commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Borrower Company (not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing or delayed)), to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 10 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Company and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any other First Lien Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article, Sections 8.07 and 9.05 of the Credit Agreement and the equivalent provision of any Other First Lien Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower Collateral Agent hereunder and under the other First Lien Security Documents, the Company agrees to a use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made promptly as and when invoiced by the successor Collateral Agentpracticable.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties Pari Passu Security Documents (including, if applicable, as Senior Collateral Agent under the Junior Lien Intercreditor Agreement) to each Authorized Representative and the ObligorsBorrower. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Borrower, to appoint a successor Collateral Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Pari Passu Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Borrower and each Authorized Representative that no qualifying person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Pari Passu Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Pari Passu Secured Parties under any of the Pari Passu Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the Pari Passu Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Pari Passu Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor and under the Pari Passu Security Documents (including, if applicable, acting as Senior Collateral AgentAgent under the Junior Lien Intercreditor Agreement), such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Pari Passu Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article and Article VIII of the Credit Agreement and the equivalent provision of any Additional Pari Passu Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective related parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Collateral Agent hereunder and under the other Pari Passu Security Documents, the Borrower agrees to a successor use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent shall be under the same as those payable Pari Passu Security Documents to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsBorrower. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Default or Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6), other than its obligations under Section 11.8. After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments (if any), communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender (in the case of such payments and communications) or the Required Lenders (in the case of such determinations) directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents to each Authorized Representative and the ObligorsGrantors. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Xxxxxxx, to appoint a successor Collateral Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify Nielsen and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other First Lien Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Article and Section 9 10.04 and 10.05 of the Credit Agreement and the equivalent provision of any Permitted Debt Offering Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable other First Lien Security Documents, the Grantors agree to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties Security Documents to each Authorized Representative and the ObligorsBorrower. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Borrower, to appoint a successor Collateral Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Borrower and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured Parties under any of the Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the Liens of the Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Article and Section 9 9.05 of the Credit Agreement and the equivalent provision of any Additional Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Collateral Agent hereunder and under the other Security Documents, the Borrower agrees to a successor use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent shall be under the same as those payable Security Documents to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Collateral Securities) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by Promptly following the Borrower to a successor removal or resignation of the Collateral Agent the Company shall be the same as those payable give written notice thereof to its predecessor unless otherwise agreed between the Borrower and such successorMoodx'x Xxxestors Services, and such payment to be made as and when invoiced by the successor Collateral Agent.Inc.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving written notice thereof of such resignation to the other Secured Lender Parties and the ObligorsEnergySolutions. Upon any such resignation, the Required Secured Parties Majority Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing EnergySolutions, to appoint a successor Collateral Agent. If ; provided that if, at the time of the resignation of the Administrative Agent, no successor Collateral Agent shall have has been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral AgentMajority Lenders, then the retiring Collateral Agent may, on behalf of the other Secured Lender Parties, appoint a successor Collateral Agent and, after its resignation and prior to the appointment of any successor Collateral Agent, that shall be the retiring Collateral Agent will act as a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000nominee for perfection with respect to the applicable Collateral. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Collateral Agent, Agent and the retiring Collateral Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. After any retiring Collateral Agent’s resignation hereunder as Collateral AgentAgent (including, for the avoidance of doubt, Calyon’s resignation as collateral agent pursuant to the Successor Agent Agreement), the provisions of this Section 9 Article shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower Agent (and with respect to a successor Collateral Agent shall Calyon, including any action taken or omitted to be the same as those payable taken subsequent to its predecessor unless otherwise agreed between resignation in connection with the Borrower and such successor, and such payment to be made as and when invoiced by payoff of the successor Collateral AgentOriginal Term Loans).

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (i) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company, the Unit Agent and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder, (ii) the Collateral Agent may be removed at any time by the Company (provided, that, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder shall have consented to such removal), and (iii) if the ObligorsCollateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than twenty (20) days after receiving notice of such failure by the Unit Agent and such failure shall be continuing, the Collateral Agent may be removed by the Unit Agent. The Unit Agent shall promptly notify the Company and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder of any removal of the Collateral Agent pursuant to clause (iii) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,000050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Securities) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any an} actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving ninety (90) days' prior written notice thereof to the other Secured Parties Pledgor and the ObligorsOwner Lessors; provided that such resignation may not in any event take effect until a successor Collateral Agent accepts an appointment as set forth in this Section 6.5. Upon any such notice of resignation, the Required Secured Parties Pledgor and the Owner Lessors shall have the right, with upon ten (10) days' prior written notice to the consent of Pledgor and the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Owner Lessors, to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed may be removed at any time with or without cause, by an instrument in writing delivered to Collateral Agent by the Required Secured Parties Pledgor and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving Owner Lessors pursuant to the terms of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Agreement. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent, Agent (and the retiring or removed Collateral Agent shall reasonably cooperate in the transferring of such rights, powers and privileges to such successor Collateral Agent) and the retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. If no successor Collateral Agent shall have been so appointed and shall have accepted such appointment within sixty (60) days after the retiring or removed Collateral Agent's giving of notice of resignation, then, upon five (5) days' prior written notice to the Secured Parties and the Pledgor, the retiring or removed Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent. Any successor Collateral Agent shall be a bank, a banking cooperative or trust company organized under the laws of the United States of America or of any State thereof, or any Affiliate of such bank, having a combined capital and surplus of at least $100,000,000. After any retiring Collateral Agent’s 's resignation or removal hereunder as Collateral Agent, the provisions of this Section 9 Agreement shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be under this Agreement and the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agentother Operative Documents.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided belowin this Section and the acceptance of such appointment by the successor Collateral Agent, the Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Administrative Agents and the ObligorsBorrower. Upon receipt of any such notice of resignation, the Required Secured Parties Administrative Agents shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if unless an Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor, which shall be a bank with an office in New York, or an affiliate of any such bank with an office in New York. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Administrative Agents and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, may on behalf of the other Secured Parties, appoint a successor Collateral Agent meeting the qualifications set forth above or may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. The Collateral Agent will fulfill its obligations hereunder until a successor Collateral Agent meeting the requirements of this Section 2.5 has accepted its appointment as Collateral Agent and the provisions of this Section 2.5 have been satisfied. Notwithstanding the foregoing, that the Collateral Agent may be removed upon 30 days notice for any reason at the discretion of the Administrative Agents, and the Administrative Agents shall be assume and perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Administrative Agents appoint a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000successor agent as provided for above. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, Agent hereunder or under the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the other Collateral AgentDocuments. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Collateral Agent’s resignation hereunder and under the other Collateral Documents, the provisions of this Article and Section 4.1 shall continue in effect for the benefit of such payment retiring Collateral Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be made taken by any of them while the retiring Collateral Agent was acting as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign as agent for the Swap Counterparties hereunder and under the Security Documents at any time by giving thirty days prior notice thereof in writing to the other Secured Parties and Swap Counterparties. If Xxxxxx is the Obligorsresigning Collateral Agent, Calyon shall become the successor Collateral Agent. Upon any such If Xxxxxx or Calyon is not the resigning Collateral Agent, or if Calyon elects not to become Collateral Agent upon a Xxxxxx resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing to Instructing Swap Counterparty may appoint a successor Collateral Agent who shall be entitled to all of the rights of, and shall be vested with the same powers and duties as, the original Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 thirty days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agentresignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, may appoint a successor Collateral Agent, that which shall be a financial institution that has an office in New York, New York and has a combined commercial bank organized under the laws of the United States of America or any State thereof having capital and surplus and undivided profits of at least not less than $1,000,000,00050,000,000. Upon the acceptance of any appointment Calyon may remove Xxxxxx as Collateral Agent hereunder upon the occurrence of a Bankruptcy Event (as defined in the Xxxxxx Swap) or a payment default under the Xxxxxx Swap by a successor Collateral Agentgiving five days prior written notice to Xxxxxx and, upon such successor removal, Calyon shall replace Xxxxxx as Collateral Agent and shall thereupon succeed be entitled to all of the rights of, and become shall be vested with all the rights, powers, privileges same powers and duties as, the original Collateral Agent and Xxxxxx shall transfer possession of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agentto Calyon in accordance with Calyon’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agentinstructions.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Optionees and the ObligorsPledgor. Upon receipt of any such notice of resignation, the Required Secured Parties Optionees shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that (and so long as no such consent shall be required if an Event of Default has occurred and is continuing then exists, with approval of) Pledgor, to appoint a successor Collateral Agent. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted Optionees or an appointed successor does not accept such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, may on behalf of the other Secured PartiesOptionees, appoint a successor Collateral Agent, provided that if Collateral Agent shall notify Pledgor and Optionees that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder (except that if any Collateral is then held by Collateral Agent hereunder, the retiring Collateral Agent shall continue to hold such Collateral until such time as a financial institution that has an office successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through Collateral Agent shall instead be made by or to each Optionee directly, until such time as Required Optionees appoint a successor Collateral Agent as provided for above in New Yorkthis Section, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000the retiring Collateral Agent shall take such actions as may be necessary or appropriate to transfer all Collateral held by it to the successor Collateral Agent. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agenthereunder, the provisions of this Section 9 Exhibit shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents to each Authorized Representative and the ObligorsBorrower. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the rightright (subject, with unless an Event of Default relating to the commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Borrower (not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing or delayed)), to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust Borrower with an office in the United States, or an Affiliate of any such bank or trust Borrower with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above (but without the consent of any other First Lien Secured Party or the Borrower); provided that if the Collateral Agent shall notify the Borrower and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any other First Lien Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article and any equivalent provision of the Credit Agreement and any Other First Lien Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Collateral Agent hereunder and under the other First Lien Security Documents, the Borrower agrees to a use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made promptly as and when invoiced by the successor Collateral Agentpracticable.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsBxxxxxxx. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Default or Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Lxxxxxx and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required (or if an Event of Default or Trigger Event has occurred and is continuing in consultation with the Borrower) to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution bank that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower shall pay to a any successor Collateral Agent shall be the same as those payable its then customary fees and charges to its predecessor act in such capacity (unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent).

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of New Securities, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent or Custodial Agent, as the case may be. If no successor Collateral Agent or Custodial Agent, as the case may be, shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's or Custodial Agent's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent mayor Custodial Agent, on behalf as the case may be, may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent or Custodial Agent, that as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00075,000,000. Upon the acceptance of any appointment as Collateral Agent or Custodial Agent, as the case may be, hereunder by a successor Collateral Agent or Custodial Agent, as the case may be, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent or Custodial Agent, as the case may be, and the retiring Collateral Agent or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent or Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent’s 's or Custodial Agent's resignation hereunder as Collateral Agent or Custodial Agent, the provisions of this Section 9 Article VIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or Custodial Agent. The fees payable by Any resignation or removal of the Borrower to a successor Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the same as those payable to its predecessor unless otherwise agreed between simultaneous resignation or removal of the Borrower Custodial Agent and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.Securities Intermediary. SECTION 8.9

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Purchasers and the ObligorsBorrower. Upon the receipt of any such notice of resignation, the Required Secured Parties Purchasers shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Purchasers and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesPurchasers, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderunder the Credit Documents (if not already discharged therefrom as provided above in this Section 8.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Article VIII and Section 9 9.2 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Purchaser directly, until such time as a Person accepts an appointment as Collateral Agent in accordance with this Section 8.6. Confidential Information indicated by [***] has been omitted from this filing and when invoiced by filed separately with the successor Collateral Agent.Securities Exchange Commission

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default or a Trigger Event has occurred and is continuing to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower shall pay to a any successor Collateral Agent shall be the same as those payable customary fees and charges necessary to induce such successor Collateral Agent to accept its predecessor unless otherwise agreed between the Borrower and such successorappointment hereunder, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Collateral Securities) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by Promptly following the Borrower to a successor removal or resignation of the Collateral Agent the Company shall be the same as those payable give written notice thereof to its predecessor unless otherwise agreed between the Borrower and such successorXxxxx'x Investors Services, and such payment to be made as and when invoiced by the successor Collateral Agent.Inc.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of Equity Units, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent or Custodial Agent, as the case may be. If no successor Collateral Agent or Custodial Agent, as the case may be, shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s or Custodial Agent’s giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent mayor Custodial Agent, on behalf as the case may be, may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent or Custodial Agent, that as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent or Custodial Agent, as the case may be, hereunder by a successor Collateral Agent or Custodial Agent, as the case may be, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent or Custodial Agent, as the case may be, and the retiring Collateral Agent or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent or Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent’s or Custodial Agent’s resignation hereunder as Collateral Agent or Custodial Agent, the provisions of this Section 9 Article VIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or Custodial Agent. The fees payable by Any resignation or removal of the Borrower to a successor Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the same as those payable to its predecessor unless otherwise agreed between simultaneous resignation or removal of the Borrower Custodial Agent and such successor, and such payment to be made as and when invoiced by the successor Collateral AgentSecurities Intermediary.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to the other Secured Parties of its resignation as Collateral Agent under this Agreement and the ObligorsFirst Lien Security Documents to each Authorized Representative and the Company. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Company, to appoint a successor Collateral Agentsuccessor. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify each Authorized Representative and the Company that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the First Lien Security Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Secured Parties under any First Lien Security Document, the retiring Collateral Agent shall continue to hold such Collateral solely for purposes of maintaining the perfection of the security interests of the Secured Parties therein until such time as a financial institution that has an office in New Yorksuccessor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Secured Parties) and (b) all payments, New York communications and has determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a combined capital and surplus and undivided profits of at least $1,000,000,000successor Collateral Agent as provided above. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the First Lien Security Documents (if not already discharged therefrom as provided above). After any retiring Notwithstanding the resignation of the Collateral Agent’s resignation Agent hereunder as Collateral Agentand under the First Lien Security Documents, the provisions of this Section 9 Article and the equivalent provision of any Additional First Lien Document shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Secured Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable First Lien Security Documents, the Company agrees to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign at any time by giving not less than 20 days prior notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of Normal Units or Stripped Units, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent or Custodial Agent, as the case may be. If no successor Collateral Agent or Custodial Agent, as the case may be, shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's or Custodial Agent's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent or Custodial Agent, as the case may be, may, on behalf at the expense of the other Secured PartiesCompany, appoint petition any court of competent jurisdiction for the appointment of a successor Collateral Agent or Custodial Agent, that as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent or Custodial Agent, as the case may be, hereunder by a successor Collateral Agent or Custodial Agent, as the case may be, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent or Custodial Agent, as the case may be, and the retiring Collateral Agent or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent or Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent’s 's or Custodial Agent's resignation hereunder as Collateral Agent or Custodial Agent, the provisions of this Section 9 8.8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or Custodial Agent. The fees payable by Any resignation or removal of the Borrower to a successor Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the same as those payable to its predecessor unless otherwise agreed between simultaneous resignation or removal of the Borrower Custodial Agent and such successor, and such payment to be made as and when invoiced by the successor Collateral AgentSecurities Intermediary.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsBorrower. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject The Collateral Agent or any successor Collateral Agent may at any time give notice of its resignation to the Secured Parties and the Borrower, such resignation to be effective upon the appointment and acceptance of a successor Collateral Agent as provided below, in this Section 8.07. The Secured Parties may at any time remove the Collateral Agent may resign for or without cause at any time by giving written notice thereof to the other Secured Parties and the ObligorsCollateral Agent. Upon receipt of any such resignationnotice of resignation or removal, or in case the office of the Collateral Agent shall become vacant for any reason, the Required Secured Parties shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Borrower, to appoint a successor Collateral Agentsuccessor, which shall be a bank with an office in the City and State of New York, or an Affiliate of any such bank with an office in the City and State of New York. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring departing Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, the departing Collateral Agent may appoint an interim successor Collateral Agent meeting the qualifications set forth above. Upon the resignation effective date established in such notice, so long as either (x) a successor Collateral Agent has been appointed and accepted such appointment or (y) the Collateral Agent has appointed an interim Collateral Agent, that then, in either case, (i) the departing Collateral Agent’s resignation shall become effective, (ii) the departing Collateral Agent shall be discharged from its respective duties and obligations as Collateral Agent, as applicable, hereunder and under the other Financing Documents, subject to the departing Collateral Agent’s compliance and the successor Collateral Agent’s compliance with the requirements below regarding transfer of the Collateral, and (iii) the successor Collateral Agent or (until the Secured Parties appoint a financial institution that has an office in New Yorksuccessor, New York and has a combined capital and surplus and undivided profits the interim Collateral Agent) shall assume the responsibilities of at least $1,000,000,000the Collateral Agent hereunder. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor or interim Collateral Agent shall thereupon immediately and without further act succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring departing (or departed) Collateral AgentAgent hereunder and under the Financing Documents as if originally named herein and therein and the departing Collateral Agent shall duly assign, transfer and deliver to such successor or interim Collateral Agent all the rights, property, assets and moneys at the time held by the departing Collateral Agent hereunder and under the Financing Documents and shall execute and deliver such proper instruments as may be reasonably necessary or requested to evidence such assignment, transfer and delivery, and the retiring departing Collateral Agent shall be discharged from all of its respective duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, Agent hereunder or under the provisions of other Financing Documents (if not already discharged therefrom as provided above in this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agentparagraph). The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the departing Collateral Agent’s resignation hereunder and under the other Financing Documents, the provisions of this Article and Section 9.06 shall continue in effect for the benefit of such payment departing Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be made taken by any of them while the departing Collateral Agent was acting as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to notifying the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld withheld, conditioned or delayed (provided that no such consent shall be required if an Event of Default or a Trigger Event has occurred and is continuing continuing), to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any its appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, Agent and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring the Collateral Agent’s resignation hereunder as Collateral Agenthereunder, the provisions of this Section 9 and Section 10.04 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower shall pay to a any successor Collateral Agent shall be the same as those payable fees and charges necessary to induce such successor Collateral Agent to accept its predecessor unless otherwise agreed between the Borrower and such successorappointment hereunder, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsXxxxxxxx. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Default or Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Xxxxxxx and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsXxxxxxxx. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Default or Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Xxxxxxx and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6), other than its obligations under Section 11.8. After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments (if any), communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender (in the case of such payments and communications) or the Required Lenders (in the case of such determinations) directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required (or if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII of the Credit Agreement or Trigger Event has occurred and is continuing continuing, in consultation with the Borrower) to appoint a successor Collateral Agent, which is not a natural person, a Defaulting Lender or a Non-Consenting Lender. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000, and is not a natural person, a Defaulting Lender or a Non-Consenting Lender. Upon the acceptance DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951 of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunderhereunder (if not already discharged therefrom as provided above in this paragraph). After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those commercially reasonable fees payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has _______________________ with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Treasury Notes) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by [Promptly following the Borrower to a successor removal or resignation of the Collateral Agent the Company shall be the same as those payable give written notice thereof to its predecessor unless otherwise agreed between the Borrower and such successorMoody's Investors Services, and such payment to be made as and when invoiced by the successor Collateral Agent.Inc.]

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First-Priority Collateral Documents to each Authorized Representative and the ObligorsCompany. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the rightright (subject, with unless an Event of Default relating to a payment default or the commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Borrower Company (not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing or delayed)), to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 10 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First-Priority Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that, if the Collateral Agent shall notify the Company and each Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First-Priority Collateral Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First-Priority Secured Parties under any of the First-Priority Collateral Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First-Priority Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any Other First-Priority Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor and under the First-Priority Collateral AgentDocuments, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder and under the other First-Priority Collateral Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as and under the other First-Priority Collateral AgentDocuments, the provisions of this Section 9 Article, Sections 8.07 and 9.05 of the Credit Agreement (or, in each case, the Equivalent Provisions thereof) and the equivalent provision of any Other First-Priority Agreement and First-Priority Collateral Document shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower Collateral Agent hereunder and under the other First-Priority Collateral Documents, the Company agrees to a use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First-Priority Collateral Documents to the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made promptly as and when invoiced by the successor Collateral Agentpracticable.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign as Collateral Agent at any time by giving thirty (30) days advance written notice thereof to the other Secured Parties Purchasers and the ObligorsIssuers and, thereafter, the retiring (or retired) or terminated Collateral Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation, the Required Secured Parties Purchasers shall have the right, with subject to the consent approval of the Borrower not to be unreasonably withheld provided that Issuers (so long as no such consent shall be required if an Event of Default has occurred and is continuing continuing; such approval not to be unreasonably withheld), to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Purchasers, been approved (so long as no Event of Default has occurred and shall is continuing) by the Issuers or have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agentresignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesPurchasers, appoint a successor Collateral Agent, that shall be a financial institution that Agent reasonably acceptable to the Issuers (so long as no Default or Event of Default has an office in New York, New York occurred and has a combined capital and surplus and undivided profits of at least $1,000,000,000is continuing). Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 96 \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 and duties of the retiring (or retired) or terminated Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable If no successor has accepted appointment as Collateral Agent by the Borrower to date which is thirty (30) days following a retiring Collateral Agent’s notice of resignation or notice of Collateral Agent’s removal, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Purchasers appoint a successor agent as provided for above. In the event that a new Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower is appointed and such successorCollateral Agent is not an Affiliate of the holders of a majority in interest of the Notes, then the Issuers shall agree to pay to such Collateral Agent the fees and expenses (such payment fees to be made as payable annually in advance) that such Collateral Agent may reasonably request in connection with its appointment and when invoiced by the successor Collateral Agent.service. 11.07

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving written notice thereof of such resignation to the other Secured Lender Parties and the ObligorsEnergySolutions. Upon any such resignation, the Required Secured Parties Majority Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing EnergySolutions, to appoint a successor Collateral Agent. If ; provided that if, at the time of the resignation of the Administrative Agent, no successor Collateral Agent shall have has been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral AgentMajority Lenders, then the retiring Collateral Agent may, on behalf of the other Secured Lender Parties, appoint a successor Collateral Agent and, after its resignation and prior to the appointment of any successor Collateral Agent, that shall be the retiring Collateral Agent will act as a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000nominee for perfection with respect to the applicable Collateral. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Collateral Agent, Agent and the retiring Collateral Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. After any retiring Collateral Agent’s resignation hereunder as Collateral AgentAgent (including, for the avoidance of doubt, Calyon’s resignation as collateral agent pursuant to the Successor Agent Agreement), the provisions of this Section 9 Article shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower Agent (and with respect to a successor Collateral Agent shall Calyon, including any action taken or omitted to be the same as those payable taken subsequent to its predecessor unless otherwise agreed between resignation in connection with the Borrower and such successor, and such payment to be made as and when invoiced by payoff of term loans under the successor Collateral AgentOriginal Credit Agreement).

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Treasury Notes) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by Promptly following the Borrower to a successor removal or resignation of the Collateral Agent the Company shall be the same as those payable give written notice thereof to its predecessor unless otherwise agreed between the Borrower and such successorXxxxx'x Investors Services, and such payment to be made as and when invoiced by the successor Collateral Agent.Inc.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First-Lien Security Documents to each Authorized Representative and the ObligorsCompany. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Company, to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First-Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above (but without the consent of any other First-Lien Secured Party or the Company); provided that if the Collateral Agent shall notify the Company and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the First-Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First-Lien Secured Parties under any of the First-Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First-Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any other First-Lien Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First-Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other First-Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article and Article VIII of the Credit Agreement and the equivalent provision of any Additional First-Lien Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable First-Lien Security Documents, the Company agrees to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the First-Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties Second Lien Security Documents (including, if applicable, as Second Priority Representative under and as defined in the First Lien/Second Lien Intercreditor Agreement) to each Authorized Representative and the ObligorsBorrower. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Borrower, to appoint a successor Collateral Agentsuccessor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Second Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Borrower and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Second Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Second Lien Secured Parties under any of the Second Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the Second Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Second Lien Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the Second Lien Security Documents (including, if applicable, acting as Second Priority Representative under the First Lien/Second Lien Intercreditor Agreement), such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Second Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional Second Lien Document shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Collateral Agent hereunder and under the other Second Lien Security Documents, the Borrower agrees to a successor use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent shall be under the same as those payable Second Lien Security Documents to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of Securities, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties take all appropriate action to transfer any money and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken property held by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.hereunder

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor The Collateral Agent as provided belowmay, and upon written instructions from the Collateral Agent may resign Applicable Authorized Representative shall, at any time by giving give notice thereof of its resignation as Collateral Agent under this Agreement and the other Security Documents to the other Secured Parties Applicable Authorized Representative and the ObligorsHoldings. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, with the prior consent of the Borrower Holdings (which consent shall not to be unreasonably withheld provided that no such consent and shall not be required if upon the occurrence of an Event of Default has occurred and that is continuing continuing), to appoint a successor Collateral Agentsuccessor, which shall be a bank with an office in 41 the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative (and, if required, approved by Holdings) and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above, that shall be or, if none is appointed within 30 days, may petition a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits court of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by competent jurisdiction to appoint a successor Collateral Agent, such successor ; provided that if the Collateral Agent shall thereupon succeed to notify Holdings and the Applicable Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, privileges such notice and duties of the retiring Collateral Agent, and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured Parties under any of the Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the Secured Parties therein until such time as a successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to the Applicable Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder and under the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring (or retired) Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agenthereunder, the provisions of Section 6.07 of this Section 9 Agreement and Article VIII of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent and its benefit Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable other Security Documents, Holdings and the Closing Date Borrower agree to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the Security Documents to be made as and when invoiced by the successor Collateral Agent. In addition, the retiring (or retired) Collateral Agent agrees to execute any documents required by applicable law to give effect to the transfer of its duties and obligations at the sole expense of Holdings and the Grantors.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Administrative Agent, the Lenders, the Issuing Lender and the ObligorsBorrower. Upon receipt of any such notice of resignation, the Required Secured Parties Administrative Agents shall have the right, with the consent of approval from the Borrower not to be unreasonably withheld provided that (so long as no such consent shall be required if an Event of Default has occurred and is continuing continuing), to appoint a successor Collateral Agentsuccessor, such approval not to be unreasonably withheld or delayed. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Administrative Agent and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, may on behalf of the other Secured PartiesAdministrative Agent, the Lenders and the Issuing Lender, appoint a successor Collateral Agent, ; provided that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon if the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to notify the Borrower and Administrative Agent that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, privileges and duties of the retiring Collateral Agent, such notice and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of a successor’s appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 10.2 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by If the Borrower to a successor Person serving as Collateral Agent shall be is a Defaulting Lender pursuant to clause (d) of the same as those payable definition thereof, the Required Lenders may, to its predecessor unless otherwise agreed between the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Collateral Agent and, in consultation with the Borrower, appoint a successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties Collateral Documents to each Agent and the ObligorsCompany. Upon receipt of any such notice of resignation, the Required Secured Parties Debtholders shall have the right, by Act of the Secured Debtholders in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Company, to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesDebtholders, appoint a successor Collateral AgentAgent meeting the qualifications set forth above (but without the consent of any other Secured Debtholder or the Company); provided that if the Collateral Agent shall notify the Company and each Agent that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the Collateral Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured Debtholders under any of the Collateral Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the Secured Debtholders therein until such time as a financial institution that successor Collateral Agent is appointed but with no obligation to take any further action pursuant to an Act of the Secured Debtholders or at the request any other Secured Debtholders or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Agent directly, until such time as a successor Collateral Agent has an office been appointed as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor and under the Collateral AgentDocuments, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Collateral Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as and under the other Collateral AgentDocuments, the provisions of this Section 9 Article and the equivalent provision of any Secured Debt Document shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their (and their Affiliates’) respective directors, officers, employees, trustees, agents and advisors in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable Collateral Documents, the Company agrees to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the Collateral Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Treasury Notes) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as Attorney-in-fact for the Holders of Securities, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent or Custodial Agent, as the case may be. If no successor Collateral Agent or Custodial Agent, as the case may be, shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's or Custodial Agent's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent mayor Custodial Agent, on behalf as the case may be, may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent or Custodial Agent, that as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a financial institution that bank which has an office or agency in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent or Custodial Agent, as the case may be, hereunder by a successor Collateral Agent or Custodial Agent, as the case may be, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent or Custodial Agent, as the case may be, and the retiring Collateral Agent or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent or Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent’s 's or Custodial Agent's resignation hereunder as Collateral Agent or Custodial Agent, the provisions of this Section 9 8.8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or Custodial Agent. The fees payable by Any resignation or removal of the Borrower to a successor Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the same as those payable to its predecessor unless otherwise agreed between simultaneous resignation or removal of the Borrower Custodial Agent and such successor, and such payment to be made as and when invoiced by the successor Collateral AgentSecurities Intermediary.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Securities) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign as Collateral Agent at any time by giving thirty (30) days advance written notice thereof to the other Secured Parties Purchasers and the ObligorsIssuers and, thereafter, the retiring (or retired) or terminated Collateral Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation, the Required Secured Parties Purchasers shall have the right, with subject to the consent approval of the Borrower not to be unreasonably withheld provided that Issuers (so long as no such consent shall be required if an Event of Default has occurred and is continuing continuing; such approval not to be unreasonably withheld), to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Purchasers, been approved (so long as no Event of Default has occurred and shall is continuing) by the Issuers or have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agentresignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesPurchasers, appoint a successor Collateral Agent, that shall be a financial institution that Agent reasonably acceptable to the Issuers (so long as no Default or Event of Default has an office in New York, New York occurred and has a combined capital and surplus and undivided profits of at least $1,000,000,000is continuing). Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 and duties of the retiring (or retired) or terminated Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable If no successor has accepted appointment as Collateral Agent by the Borrower to date which is thirty (30) days following a retiring Collateral Agent’s notice of resignation or notice of Collateral Agent’s removal, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Purchasers appoint a successor agent as provided for above. In the event that a new Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower is appointed and such successorCollateral Agent is not an Affiliate of the holders of a majority in interest of the Notes, then the Issuers shall agree to pay to such Collateral Agent the fees and expenses (such payment fees to be made as payable annually in advance) that such Collateral Agent may reasonably request in connection with its appointment and when invoiced by the successor Collateral Agentservice.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to the other Secured Parties of its resignation as Collateral Agent under this Agreement and the ObligorsFirst Lien Security Documents to each Authorized Representative and the Company. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, with the consent of the Borrower Company (not to be unreasonably withheld or delayed; provided that no such consent shall be required if an Event of Default has occurred then exists and is continuing continuing), to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Company and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other First Lien Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Article and Section 9 12 of the Credit Agreement and the equivalent provision of any Additional First Lien Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable First Lien Security Documents, the Company agrees to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent at the written direction of 25% in aggregate principal amount of Holders of the Securities. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may at the expense of the other Secured Parties, appoint Company petition any court of competent jurisdiction for the appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Treasury Notes) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by Promptly following the Borrower to a successor removal or resignation of the Collateral Agent the Company shall be the same as those payable give written notice thereof to its predecessor unless otherwise agreed between the Borrower and such successorMoody's Investors Services, and such payment to be made as and when invoiced by the successor Collateral Agent.Inc.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First-Priority Collateral Documents to each Authorized Representative and the ObligorsCompanies. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the rightright (subject, with unless an Event of Default relating to a payment default or the commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Borrower Companies (not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing or delayed)), to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 10 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First-Priority Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that, if the Collateral Agent shall notify the Companies and each Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First-Priority Collateral Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First-Priority Secured Parties under any of the First-Priority Collateral Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First-Priority Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any Other First-Priority Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor and under the First-Priority Collateral AgentDocuments, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other First-Priority Collateral Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article, Sections 8.07 and 9.05 of the Credit Agreement and the equivalent provision of any Other First-Priority Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower Collateral Agent hereunder and under the other First-Priority Collateral Documents, the Companies agrees to a use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First-Priority Collateral Documents to the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made promptly as and when invoiced by the successor Collateral Agentpracticable.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties Term Loan/Notes Security Documents to each Authorized Representative and the ObligorsCompany. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Company, to appoint a successor Collateral Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Term Loan/Notes Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Company and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Term Loan/Notes Security Documents and the Other Intercreditor Agreements (except that in the case of any collateral security held by the Collateral Agent on behalf of the Term Loan/Notes Secured Parties under any of the Term Loan/Notes Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the Term Loan/Notes Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Term Loan/Notes Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the Term Loan/Notes Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Term Loan/Notes Security Documents and Other Intercreditor Agreements (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Term Loan/Notes Security Documents, the provisions of this Section 9 Article shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective related parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any notice of resignation of the Collateral Agent hereunder and under the other Term Loan/Notes Security Documents, the Company agrees to use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the Term Loan/Notes Security Documents to the successor Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be execute and deliver or otherwise authorize the same filing of such documents as those payable the Company or the Applicable Authorized Representative shall reasonably request, in form and substance reasonably satisfactory to its predecessor unless otherwise agreed between the Borrower Collateral Agent, to transfer (and such successor, maintain the validity and such payment priority of) the Liens in favor of the retiring Collateral Agent under the Term Loan/Notes Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give written notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents to each Authorized Representative and the ObligorsCompany. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Company, to appoint a successor Collateral Agentsuccessor, which shall be a commercial banking institution organized under the laws of the United States or any State or a United States branch or agency of a commercial banking institution, in each case having a combined capital and surplus of at least $500,000,000. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after prior to the retiring Collateral Agent’s giving of written notice effective date of resignation of the retiring Collateral AgentAgent specified by the retiring Collateral Agent in its notice, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral Agent meeting the qualifications set forth above; provided that if no successor agent has accepted appointment as the successor agent by the date which is 60 days following the retiring Collateral Agent’s notice of resignation, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other First Lien Secured Party) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other First Lien Security Documents, the provisions of this Article and Section 9 9.05 of the Loan Agreement and the equivalent provision of any Additional First Lien Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable other First Lien Security Documents, the Company agrees to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the (a) The Collateral Agent may resign at any time by giving give notice thereof to the other Secured Parties of its resignation as Collateral Agent under this Agreement and the ObligorsFirst Lien Security Documents to each Authorized Representative and the Company, and shall be required to resign at the request of Company or any Authorized Representative if, having served in such capacity, it is replaced as Administrative Agent under the Credit Agreement. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld Company (provided that no such consent shall be required if an Event of Default has occurred and is continuing continuing), to appoint a successor successor, provided that if such resignation results from the Collateral Agent. If ’s no longer serving as Administrative Agent under the Credit Agreement, the successor Administrative Agent under the Credit Agreement shall be the successor Collateral Agent under this Agreement, if it elects to accept such appointment hereunder. Any successor Collateral Agent appointed pursuant to this Section 4.06 (other than any successor Administrative Agent which shall not be required to satisfy such standards) shall be a commercial bank or other financial institution or trust company organized under the laws of the United States of America or any state thereof having (1) a combined capital and surplus of at least $250,000,000 and (2) a rating of its long-term senior unsecured indebtedness of “A-2” or better by Xxxxx’x Investors Service, Inc. or “A” or better by Standard & Poor’s Services, a division of The McGraw Hill Companies, Inc. If no such successor shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent and/or any Authorized Representative may, on behalf of the other Secured Parties, petition a court of competent jurisdiction for the appointment of a successor Collateral Agent (meeting the qualifications set forth above) with respect to the First Lien Obligations, in each case at the sole cost and expense of the Company, and such court may thereupon after such notice, if any, as it may deem proper and prescribe appoint a successor Collateral Agent, ; provided that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon if the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to notify each Authorized Representative and the Company that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, privileges such notice and duties of the retiring Collateral Agent, and (x) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After hereunder and under the First Lien Security Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Secured Parties under any First Lien Security Document, the retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 Agent shall continue in effect to hold such Collateral solely for its benefit in respect purposes of any actions taken or omitted to be taken by it while it was acting maintaining the perfection of the security interests of the Secured Parties therein until such time as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be is appointed but with no obligation to take any further action at the same as those payable to its predecessor unless otherwise agreed between request of the Borrower Applicable Authorized Representative or any other Secured Parties) and such successor(y) all payments, communications and such payment determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as and when invoiced by the Applicable Authorized Representative appoints a successor Collateral AgentAgent as provided above.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company, the Unit Agent and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder, (b) the Collateral Agent may be removed at any time by the Company (provided, that, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder shall have consented to such removal), and (c) if the ObligorsCollateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving notice of such failure and such failure shall be continuing, the Collateral Agent may be removed by the Unit Agent. The Unit Agent shall promptly notify the Company and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Securities) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by Any resignation or removal of the Borrower to a successor Collateral Agent shall be deemed a simultaneous resignation or removal of the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral AgentSecurities Intermediary.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties Pari Passu Security Documents (including, if applicable, as Senior Collateral Agent under the Junior Lien Intercreditor Agreement) to each Authorized Representative and the ObligorsBorrower. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Borrower, to appoint a successor Collateral Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Pari Passu Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Borrower and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Pari Passu Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Pari Passu Secured Parties under any of the Pari Passu Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the Pari Passu Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Pari Passu Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor and under the Pari Passu Security Documents (including, if applicable, acting as Senior Collateral AgentAgent under the Junior Lien Intercreditor Agreement), such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Pari Passu Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article and Article VII of the Credit Agreement and the equivalent provision of any Additional Pari Passu Document shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective related parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Collateral Agent hereunder and under the other Pari Passu Security Documents, the Borrower agrees to a successor use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent shall be under the same as those payable Pari Passu Security Documents to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default or Trigger Event has occurred and is continuing to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (i) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (ii) the Collateral Agent may be removed at any time by the Company and (iii) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (iii) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Securities) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to notifying the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld withheld, conditioned or delayed provided that no such consent shall be required if an Event of Default or a Trigger Event has occurred and is continuing to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any its appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 and Section 10.04 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower shall pay to a any successor Collateral Agent shall be the same as those payable fees and charges necessary to its predecessor unless otherwise agreed between the Borrower and induce such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.522144.000028 21651939.2

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to the other Secured Parties of its resignation as Collateral Agent under this Agreement and the ObligorsSecond Lien Security Documents to each Authorized Representative and the Issuer. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Issuer, to appoint a successor Collateral Agentsuccessor. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify each Authorized Representative and the Issuer that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the Second Lien Security Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Secured Parties under any Second Lien Security Document, the retiring Collateral Agent shall continue to hold such Collateral solely for purposes of maintaining the perfection of the security interests of the Secured Parties therein until such time as a financial institution that has an office in New Yorksuccessor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Secured Parties) and (b) all payments, New York communications and has determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a combined capital and surplus and undivided profits of at least $1,000,000,000successor Collateral Agent as provided above. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the Second Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the Second Lien Security Documents (if not already discharged therefrom as provided above). After any retiring Notwithstanding the resignation of the Collateral Agent’s resignation Agent hereunder as Collateral Agentand under the Second Lien Security Documents, the provisions of this Section 9 Article and the equivalent provision of any Additional Second Lien Document shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Secured Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable Second Lien Security Documents, the Issuer agrees to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the Second Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Each Collateral Agent may resign at any time by giving give notice thereof of its resignation as Collateral Agent under this Agreement and the other applicable First-Priority Collateral Documents to the other Secured Parties corresponding Authorized Representative and the ObligorsCompanies. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the rightright (subject, with unless an Event of Default relating to a payment default or the commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Borrower Companies (not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing or delayed)), to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 10 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First-Priority Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that, if such Collateral Agent shall notify the Companies and each Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other applicable First-Priority Collateral Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First-Priority Secured Parties under any of the First-Priority Collateral Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First-Priority Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any Other First-Priority Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through such Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor and under the First-Priority Collateral AgentDocuments, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other First-Priority Collateral Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article, Sections 8.07 and 9.05 of the Credit Agreement solely with respect to the Credit Agreement Collateral Agent and the equivalent provision of any Other First-Priority Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of such Collateral Agent hereunder and under the Borrower other First-Priority Collateral Documents, each of the Companies agrees to a use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First-Priority Collateral Documents to the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made promptly as and when invoiced by the successor Collateral Agentpracticable.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company, the Unit Agent and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder, (b) the Collateral Agent may be removed at any time by the Company (PROVIDED, that, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder shall have consented to such removal), and (c) if the ObligorsCollateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving notice of such failure by the Unit Agent and such failure shall be continuing, the Collateral Agent may be removed by the Unit Agent. The Unit Agent shall promptly notify the Company and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Securities) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 7 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsXxxxxxxx. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Default or Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agent(which shall not be a Competitor except after the occurrence and during the continuance of an Event of Default). If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral AgentAgent that is a Related Party of the Collateral Agent or any Lender; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsBorrower Agent. Upon receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral which shall be a Lender or a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States and which shall, so long as no Event of Default under Section 8.01(a) of 8.01(f) shall have occurred and be continuing, be reasonably acceptable to the Borrower Agent. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, may on behalf of the other Secured Parties, Lenders appoint a successor Collateral Agent meeting the qualifications set forth above which shall, so long as no Event of Default under Section 8.01(a) of 8.01(f) shall have occurred and be continuing, be reasonably acceptable to the Borrower Agent. If the Collateral Agent resigns and no successor is appointed, that then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through Collateral Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a financial institution that has an office successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder or under the other Loan Documents (if not already discharged therefrom as Collateral Agent, the provisions of provided above in this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral AgentSection). The fees payable by the Borrower Borrowers to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such payment retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be made taken by any of them while the retiring Collateral Agent was acting as and when invoiced by the successor Collateral Agent. In the event that the Person serving as Collateral Agent shall consolidate or merge with another entity, or shall sell all or substantially all of its corporate trust business to another entity, the survivor or transferee, as applicable, shall be the Collateral Agent hereunder without further act.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to notifying the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld withheld, conditioned or delayed provided that no such consent shall be required if an Event of Default or a Trigger Event has occurred and is continuing to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any its appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 and Section 10.04 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower shall pay to a any successor Collateral Agent shall be the same as those payable reasonable fees and charges necessary to induce such successor Collateral Agent to accept its predecessor unless otherwise agreed between the Borrower and such successorappointment hereunder, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor The Collateral Agent may, and upon written instructions from the Applicable Representative shall, at any time give notice of its resignation as provided below, Collateral Agent under this Agreement and the other Security Documents to each Representative and Holdings (which notice may be delivered by the Applicable Representative where the Applicable Representative has instructed the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties and the Obligorsresign). Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Representative shall have the right, with the prior consent of the Borrower Holdings (which consent shall not to be unreasonably withheld provided that no such consent and shall not be required if upon the occurrence of an Event of Default has occurred and that is continuing continuing), to appoint a successor Collateral Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Representative (and, if required, approved by Holdings) and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above, that shall be or, if none is appointed within 30 days, may petition a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits court of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by competent jurisdiction to appoint a successor Collateral Agent, such successor ; provided that if the Collateral Agent shall thereupon succeed to notify Holdings and each Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, privileges such notice and duties of the retiring Collateral Agent, and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured Parties under any of the Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the Secured Parties therein until such time as a successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Representative or any other Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Representative directly, until such time as the Applicable Representative appoints a successor Collateral Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder and under the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring (or retired) Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Security Documents, the provisions of this Section 9 Article shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable other Security Documents, Holdings agrees to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the Security Documents to be made as and when invoiced by the successor Collateral Agent. In addition, the retiring (or retired) Collateral Agent agrees to execute any documents required by applicable law to give effect to the transfer of its duties and obligations.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided belowin this Section and the acceptance of such appointment by the successor Collateral Agent, the Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Administrative Agents and the ObligorsBorrower. Upon receipt of any such notice of resignation, the Required Secured Parties Administrative Agents shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if unless an Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor, which shall be a bank with an office in New York, or an affiliate of any such bank with an office in New York. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Administrative Agents and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, may on behalf of the other Secured Parties, appoint a successor Collateral Agent meeting the qualifications set forth above or may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. The Collateral Agent will fulfill its obligations hereunder until a successor Collateral Agent meeting the requirements of this Section 2.5 has accepted its appointment as Collateral Agent and the provisions of this Section 2.5 have been satisfied. Notwithstanding the foregoing, that the Collateral Agent may be removed upon 30 days notice for any reason at the discretion of the Administrative Agents, and the Administrative Agents shall be assume and perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Administrative Agents appoint a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000successor agent as provided for above. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, Agent hereunder or under the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the other Collateral AgentDocuments. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Collateral Agent’s resignation hereunder and under the other Collateral Documents, the provisions of this Article and Section 4.1 shall continue in effect for the benefit of such payment retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be made taken by any of them while the retiring Collateral Agent was acting as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsBorrower. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Default or Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agent(which shall not be a Competitor except after the occurrence and during the continuance of an Event of Default). If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral AgentAgent that is a Related Party of the Collateral Agent or any Lender; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties and the ObligorsGrantors. Upon any such resignation, the Required Secured Applicable Directing Parties shall have the right, with the consent of the Borrower Company not to be unreasonably withheld provided that no such consent shall be required (or if an Event of Default has occurred and is continuing in consultation with the Company) to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Applicable Directing Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution bank that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 5 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower Company shall pay to a any successor Collateral Agent shall be the same as those payable fees and charges necessary to its predecessor unless otherwise agreed between the Borrower and induce such successor, and such payment to be made as and when invoiced by the successor Collateral AgentAgent to accept its appointment hereunder.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties Pari Passu Security Documents to each Authorized Representative and the ObligorsBorrower. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Borrower, to appoint a successor Collateral Agentsuccessor. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent maymay then, on behalf of the other Pari Passu Secured Parties, appoint a successor Collateral Agent, that Agent which shall be a financial institution that has bank with an office in New York, New York or an Affiliate of any such bank; provided that if the Collateral Agent shall notify the Borrower and each Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Pari Passu Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Pari Passu Secured Parties under any of the Pari Passu Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the Pari Passu Secured Parties therein until such time as a combined capital successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Pari Passu Secured Parties) and surplus (b) all payments, communications and undivided profits of at least $1,000,000,000determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the Pari Passu Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Pari Passu Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agenthereunder, the provisions of this Section Article and Article 9 of the Credit Agreement and the equivalent provision of any Additional Pari Passu Agreement shall continue in effect for the benefit of such retiring or retired Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Collateral Agent hereunder and under the other Pari Passu Security Documents, the Borrower agrees to a successor use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent shall be under the same as those payable Pari Passu Security Documents to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents to each Authorized Representative and the ObligorsCompany. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the rightright (subject, with unless an Event of Default relating to the commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Borrower Company (not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing or delayed)), to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above (but without the consent of any other First Lien Secured Party or the Company); provided that if the Collateral Agent shall notify the Company and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any other First Lien Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Article, Section 9 8.07 and Section 9.05 of the Credit Agreement and the equivalent provision of any Other First Lien Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower Collateral Agent hereunder and under the other First Lien Security Documents, the Company agrees to a use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made promptly as and when invoiced by the successor Collateral Agentpracticable.

Resignation of Collateral Agent. Subject to the appointment and ------------------------------- acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent at the written direction of __% in aggregate principal amount of Holders of the Securities. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may at the expense of the other Secured Parties, appoint Company petition any court of competent jurisdiction for the appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Treasury Notes) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by Promptly following the Borrower to a successor removal or resignation of the Collateral Agent the Company shall be the same as those payable give written notice thereof to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent_______________________________.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign at any time by giving not less than 20 days prior notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of Income PRIDES or Growth PRIDES, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent or Custodial Agent, as the case may be. If no successor Collateral Agent or Custodial Agent, as the case may be, shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s or Custodial Agent’s giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent or Custodial Agent, as the case may be, may, on behalf at the expense of the other Secured PartiesCompany, appoint petition any court of competent jurisdiction for the appointment of a successor Collateral Agent or Custodial Agent, that as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00075,000,000. Upon the acceptance of any appointment as Collateral Agent or Custodial Agent, as the case may be, hereunder by a successor Collateral Agent or Custodial Agent, as the case may be, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent or Custodial Agent, as the case may be, and the retiring Collateral Agent or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent or Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent’s or Custodial Agent’s resignation hereunder as Collateral Agent or Custodial Agent, the provisions of this Section 9 8.8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.the

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required (or if an Event of Default or Trigger Event has occurred and is continuing in consultation with the Borrower) to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution bank that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Xxxxxxxxxx Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower shall pay to a any successor Collateral Agent shall be the same as those payable its then customary fees and charges to its predecessor act in such capacity (unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent).

Resignation of Collateral Agent. Subject to the appointment ------------------------------- and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Treasury Notes) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by Promptly following the Borrower to a successor removal or resignation of the Collateral Agent the Company shall be the same as those payable give written notice thereof to its predecessor unless otherwise agreed between the Borrower and such successorXxxxx'x Investors Services, and such payment to be made as and when invoiced by the successor Collateral Agent.Inc.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents to each Authorized Representative and the ObligorsIssuer. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Issuer, to appoint a successor Collateral Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Issuer and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other First Lien Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other First Lien Security Documents, the provisions of this Section 9 Article and Articles 7 and 11 of the Indenture and the equivalent provision of the Indenture Collateral Agreement and any Additional First Lien Document shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable other First Lien Security Documents, the Issuer agrees to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to notifying the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld withheld, conditioned or delayed provided that no such consent shall be required if an Event of Default has occurred and is continuing to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any its appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower shall pay to a any successor Collateral Agent shall be the same as those payable fees and charges necessary to induce such successor Collateral Agent to accept its predecessor unless otherwise agreed between the Borrower and such successorappointment hereunder, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents to each Authorized Representative and the ObligorsMDFC. Upon receipt of any such notice of resignation, the Required Controlling Secured Parties shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred MDFC and is continuing each other Authorized Representative, to appoint a successor Collateral Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Controlling Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify MDFC and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of any Controlling Secured Party or any other First Lien Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Controlling Secured Parties appoint a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section 4.06. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section 4.06). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.Collateral

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsBorrower. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, with the Borrower’s prior written consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor; provided, however, that Borrower’s consent shall not be required in the case of any such appointment of a Pharmakon Lender or any Related Party of a Pharmakon Lender (and such Pharmakon Lender shall consult with Borrower regarding such appointment prior to the effectiveness thereof). If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, with Borrower’s prior written consent so long as no Event of Default has occurred and is continuing, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6), other than its obligations under Section 11.8. After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender (in the case of such payments and communications) or the Required Lenders (in the case of such determinations) directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents to each Authorized Representative and the ObligorsBorrower. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the rightright (subject, with unless an Event of Default relating to the commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Borrower (not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing or delayed)), to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 45 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above (but (i) without the consent of any other First Lien Secured Party and (ii) with the consent of the Borrower); provided that if the Collateral Agent shall notify the Borrower and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any other First Lien Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Article, Section 9 8.07 and Section 9.05 of the Credit Agreement and the equivalent provision of any Other First Lien Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Collateral Agent hereunder and under the other First Lien Security Documents, the Borrower agrees to a use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made promptly as and when invoiced by the successor Collateral Agentpracticable.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsBorrower. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Default or Event of Default has occurred and is continuing continuing, to appoint a successor (which shall not be a Competitor); provided, however, that Borrower’s consent shall not be required to the extent the successor is a Related Party of the Collateral AgentAgent or any Lender. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.