Common use of Resignation or Removal of Collateral Agent Clause in Contracts

Resignation or Removal of Collateral Agent. The Collateral Agent may resign as Collateral Agent effective ten (10) Business Days after giving notice thereof to the Secured Parties for any reason, and the Collateral Agent may be removed at the unanimous election of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reason. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreement, the Required Secured Parties shall appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to the Company. If, however, in the case of resignation by the Collateral Agent, no successor Collateral Agent shall have been appointed by the time such resignation becomes effective, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent from among the remaining Secured Parties. Upon appointment (whether effected by the Required Secured Parties or the retiring Collateral Agent on behalf of the Secured Parties), the successor Collateral Agent shall succeed to the rights, powers and duties of the Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debentures. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of Section 12.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.

Resignation or Removal of Collateral Agent. (a) The Collateral Agent may resign as Collateral Agent effective ten (10) Business Days after giving at any time by delivering notice thereof of such resignation to the Secured Parties for any reasonParties, and effective on the Collateral Agent may date set forth in such notice or, if no such date is set forth therein, on the date such notice shall be removed at effective in accordance with the unanimous election terms of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reasonthis Section 9.9. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreementdelivers any such notice, the Required Secured Parties Purchasers shall have the right to appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to the CompanyAgent. If, however, in after 30 days after the case date of resignation by the resigning Collateral Agent’s notice of resignation, no successor Collateral Agent shall have has been appointed by the time Required Purchasers and has accepted such resignation becomes effectiveappointment, then the retiring resigning Collateral Agent may, on behalf of the Secured PartiesPurchasers, appoint a successor Collateral Agent from among the remaining Secured PartiesPurchasers. (b) The Required Purchasers may remove the Collateral Agent at any time by delivering notice of such removal to the Collateral Agent, effective on the date set forth in such notice or, if no such date is set forth therein, on the date such notice shall be effective in accordance with the terms of this Section 9.9. Upon appointment (whether effected by If the Required Secured Parties or Purchasers deliver any such notice, the retiring Required Purchasers shall appoint a successor Collateral Agent on behalf that shall have accepted such appointment. (c) Effective immediately upon a Collateral Agent’s resignation or removal, (i) the resigning or removed Collateral Agent shall be discharged from its duties and obligations under the Transaction Documents, (ii) the Purchasers shall assume and perform all of the Secured Parties), duties of the Collateral Agent until a successor Collateral Agent shall succeed to have accepted a valid appointment hereunder, (iii) the rights, powers and duties of the Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as resigning or removed Collateral Agent shall be terminated, without no longer have the benefit of any provision of any Transaction Document other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debentures. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of Section 12.11 shall inure to its benefit as than with respect to any actions taken or omitted to be taken by it while it was such resigning or removed Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under this Agreementthe Transaction Documents and (iv) subject to its rights under Section 9.3, the resigning or removed Collateral Agent shall take such action as may be reasonably requested by any of the Parties to assign to the successor Collateral Agent its rights as Collateral Agent under the Transaction Documents. Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the resigning or removed Collateral Agent under the Transaction Documents.

Resignation or Removal of Collateral Agent. The Subject to the appointment and acceptance of a successor Collateral Agent as provided below, Collateral Agent may resign as Collateral Agent effective ten (10) Business Days after at any time by giving notice thereof to Administrative Agent and the Secured Parties for any reasonBanks, and the Collateral Agent may be removed at any time with or without cause by the unanimous election of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for Required Banks. Upon any reason. If the Collateral Agent shall resign such resignation or be removed as Collateral Agent under this Agreementremoval, the Required Secured Parties Banks shall have the right to appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured PartiesAgent, which successor Collateral Agent shall be reasonably acceptable to the CompanyBorrower. If, however, in the case of resignation by the Collateral Agent, If no successor Collateral Agent shall have been appointed by the time Required Banks and shall have accepted such resignation becomes effective, then appointment within thirty (30) days after the retiring Collateral Agent's giving of notice of resignation or the Required Banks' removal of the retiring Collateral Agent, then Administrative Agent may, on behalf of the Secured PartiesBanks, appoint a successor Collateral Agent from among the remaining Secured PartiesAgent, which shall be a Bank under this Agreement and which shall be reasonably acceptable to Borrower. Upon the acceptance of any appointment (whether effected by the Required Secured Parties or the retiring as Collateral Agent on behalf of the Secured Parties)hereunder by a successor Collateral Agent, the such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as retiring Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debenturesdischarged from its duties and obligations hereunder. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Section 12.11 VII shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent under this AgreementAgent.

Resignation or Removal of Collateral Agent. (a) The Collateral Agent may resign as Collateral Agent effective ten (10) Business Days after at any time by giving at least 60 days' notice thereof to the Secured Parties for (such resignation to take effect upon the acceptance by a successor Collateral Agent of any reason, and appointment as the Collateral Agent hereunder). The Collateral Agent may be removed at any time with or without cause by written notice received by the unanimous election Collateral Agent from the Required Secured Parties, such removal to be effective on the date specified by the Required Secured Parties. In the event of all any such resignation or removal of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reason. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreement, the Required Secured Parties shall thereupon have the right to appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to the CompanyAgent. If, however, in the case of resignation by the Collateral Agent, If no successor Collateral Agent shall have been appointed by accepted such appointment within 60 days after the time such resignation becomes effectivenotice of the intent of the Collateral Agent to resign or 60 days of the notice of removal, as the case may be, then the retiring or removed Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent. If the Collateral Agent from among the remaining Secured Parties. Upon appointment (whether effected by has resigned or been removed and no successor Collateral Agent has been appointed, the Required Secured Parties or may perform all the retiring duties of the Collateral Agent on behalf hereunder and the Grantors shall make all payments in respect of the Secured Obligations to the applicable Secured Party and for all other purposes shall deal directly with the Secured Parties), the . Any successor Collateral Agent appointed pursuant to this clause shall be a commercial bank or other financial institution organized under the laws of the United States of America or any state thereof having (1) a combined capital and surplus of at least $500,000,000 and (2) a rating upon its long-term senior unsecured indebtedness of "A" or better by Xxxxx'x Investors Service, Inc. or "A" or better by Standard & Poor's Corporation. (b) Upon the acceptance by a successor Collateral Agent of any appointment as the Collateral Agent hereunder, or upon the Required Secured Parties performing the duties of the Collateral Agent as set forth above, such successor Collateral Agent or the Secured Parties, as the case may be, shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring or removed Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as . The retiring Collateral Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations hereunder upon the part of such former Collateral Agent or any appointment of the parties to this Agreement or any holder of the Debenturessuccessor Collateral Agent. After any retiring Collateral Agent's resignation or removal hereunder as the Collateral Agent, the provisions of Section 12.11 this §2.12 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent under this AgreementAgent.

Resignation or Removal of Collateral Agent. (a) The Collateral Agent may resign as Collateral Agent effective ten (10) Business Days after giving at any time by delivering notice thereof of such resignation to the Secured Parties for any reason, Lender and the Collateral Agent may Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, on the date such notice shall be removed at effective in accordance with the unanimous election terms of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reasonthis Section 9.09. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreementdelivers any such notice, the Required Secured Parties Lender shall have the right to appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to the CompanyAgent. If, however, in after 30 days after the case date of resignation by the retiring Collateral Agent’s notice of resignation, no successor Collateral Agent shall have has been appointed by the time Lender that has accepted such resignation becomes effectiveappointment, then the retiring Collateral Agent may, on behalf of the Secured PartiesLender, appoint a successor Collateral Agent from among the remaining Secured PartiesLenders. (b) The Lender may remove the Collateral Agent at any time by delivering notice of such removal to the Collateral Agent, effective on the date set forth in such notice or, if no such date is set forth therein, on the date such notice shall be effective in accordance with the terms of this Section 9.09. Upon appointment If the Lender delivers any such notice, the Lender shall appoint a successor Collateral Agent that shall have accepted such appointment. (whether effected by the Required Secured Parties c) Effective immediately upon its resignation or removal, (i) the retiring Collateral Agent on behalf shall be discharged from its duties and obligations under the Loan Documents, (ii) the Lender shall assume and perform all of the Secured Parties), duties of the Collateral Agent until a successor Collateral Agent shall succeed to have accepted a valid appointment hereunder, (iii) the rights, powers and duties of the Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as retiring Collateral Agent shall be terminated, without no longer have the benefit of any provision of any Loan Document other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debentures. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of Section 12.11 shall inure to its benefit as than with respect to any actions taken or omitted to be taken by it while it was such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under this Agreementthe Loan Documents and (iv) subject to its rights under Section 9.03, the retiring Collateral Agent shall take such action as may be reasonably requested by the Lender to assign to the successor Collateral Agent its rights as Collateral Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Collateral Agent under the Loan Documents.

Resignation or Removal of Collateral Agent. The Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign as Collateral Agent effective ten (10) Business Days after at any time by giving at least 30 days' written notice thereof to the Secured Parties for any reason, Trade Creditors and the Company, such resignation to be effective upon the acceptance of the position of Collateral Agent by a successor Collateral Agent. The Collateral Agent may be removed at any time with or without cause by written notice from the unanimous election of all of Required Trade Creditors, and shall be so removed at any time the Secured Parties (other than Collateral Agent ceases to be the Secured Party that is also under the Collateral Agent) for Security Agreement. Upon any reason. If the Collateral Agent shall resign such resignation or be removed as Collateral Agent under this Agreementremoval, the Required Secured Parties Trade Creditors shall have the right to appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be a bank or trust company selected by the Required Trade Creditors and, so long as no Default shall have occurred and be continuing, reasonably acceptable to the Company, if there be such an institution willing, able and legally qualified to perform the duties of the Collateral Agent hereunder upon reasonable or customary terms. If, however, in the case within 90 days of notice of resignation by the Collateral Agent, no successor Collateral Agent shall have been appointed by the time such resignation becomes effective, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent from among the remaining Secured Parties. Upon appointment (whether effected by the Required Secured Parties or the retiring Collateral Agent on behalf of the Secured Parties), the successor Collateral Agent shall succeed to the rights, powers and duties of the Collateral Agent, and a successor Collateral Agent shall not have been appointed, the term "Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent" shall mean such . Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, effective upon its appointmentsuch successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Collateral Agent, and the former Collateral Agent's rights, powers and duties as resigning or removed Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debenturesdischarged from its duties and obligations hereunder. After any retiring resigning or removed Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Section 12.11 6 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. Any successor Collateral Agent shall also be appointed as successor Secured Party under this the Security Agreement.

Resignation or Removal of Collateral Agent. The Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (i) the Collateral Agent may resign as Collateral Agent effective ten at any time by giving not less than sixty (1060) Business Days after giving days notice thereof to the Secured Parties for any reasonAdministrative Agent, the Collateral Agent, the Trustee, the VEPCO L/C Agent, the Partnership and the Funding Corporation and (ii) the Collateral Agent may be removed at any time with or without cause by the unanimous election of all Intercreditor Agent (acting pursuant to the Intercreditor Agreement). Upon any such resignation or removal referred to in clauses (i) and (ii) of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reason. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreementpreceding sentence, the Required Secured Parties Intercreditor Agent (acting pursuant to the Intercreditor Agreement) shall have the right to appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured PartiesAgent, which successor Collateral Agent shall be reasonably acceptable to the CompanyPartnership and the Funding Corporation unless an Event of Default shall have occurred and be continuing. If, however, in the case of resignation by the Collateral Agent, If no successor Collateral Agent shall have been so appointed by the time Intercreditor Agent (acting pursuant to the Intercreditor Agreement) and shall have accepted such appointment within sixty (60) days after the retiring Collateral Agent's giving of notice of resignation becomes effectiveor the Intercreditor Agent (acting pursuant to the Intercreditor Agreement) removal of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the Intercreditor Agent (acting pursuant to the Intercreditor Agreement) and the other Senior Secured Parties, petition a court of competent jurisdiction for a successor or it may appoint a successor Collateral Agent, which shall be a bank or trust company (a) acceptable to the Intercreditor Agent (acting pursuant to the Intercreditor Agreement), (b) having a combined capital and surplus of at least $50,000,000, (c) having offices in New York, New York, (d) having a long-term credit rating of not less than "BBB-" from among S&P and "Baa3" Xxxxx'x, provided that any such bank with long-term credit ratings of "BBB-" and "Baa3" shall not cease to be a Collateral Agent upon a downward change in either such rating of no more than one category or grade of such rating, as the remaining Secured Partiescase may be, and (e) unless an Event of Default has occurred and is continuing, reasonably acceptable to the Partnership and the Funding Corporation. Upon the acceptance of any appointment (whether effected by the Required Secured Parties or the retiring as Collateral Agent on behalf of the Secured Parties)hereunder by a successor Collateral Agent, the (i) such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as retiring Collateral Agent shall be terminateddischarged from its duties and obligations hereunder, without any other or further act or deed on and (ii) the part of such former retiring Collateral Agent shall promptly transfer all Collateral within its possession or any control to the possession or control of the parties successor Collateral Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to this Agreement or any holder transfer the rights of the DebenturesCollateral Agent in respect of the Collateral to the successor Collateral Agent. After any retiring Collateral Agent's resignation resignation, removal or removal replacement hereunder as Collateral Agent, the provisions of Section 12.11 this Article 2 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent under this AgreementAgent.

Resignation or Removal of Collateral Agent. The Collateral Agent may resign as Collateral Agent effective ten (10) Business Days after giving may, by written notice thereof to the Secured Parties for Beneficiaries, at any reason, and time resign its agency under this Agreement. The Majority Lenders may remove the Collateral Agent may be removed at the unanimous election of all of the Secured Parties (other than the Secured Party that is also by written notice to the Collateral Agent) for any reason. If the Collateral Agent No such resignation or removal shall resign or be removed as become effective unless and until a successor Collateral Agent under this AgreementAgreement is appointed and has accepted the appointment, the Required Secured Parties shall appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a such successor Collateral Agent for to be appointed by the Secured Parties, which successor Collateral Agent shall Majority Lenders and be reasonably acceptable to the Company. IfLaSalle; provided, however, in the case of resignation by the Collateral Agent, that if no successor Collateral Agent shall have been so appointed by and shall have accepted such appointment within thirty (30) days after the time such retiring Collateral Agent's giving notice of resignation becomes effectiveor after notice to the retiring Collateral Agent of the retiring Collateral Agent's removal, as the case may be, then the retiring Collateral Agent maymay apply to any court of competent jurisdiction, on behalf at the expense of the Secured PartiesBeneficiaries, to appoint a successor Collateral Agent from among to act until such time as a successor shall have been appointed by the remaining Secured PartiesMajority Lenders. Upon appointment (whether effected receipt by the Required Secured Parties or the retiring predecessor Collateral Agent on behalf of any fees, expenses, or costs due it hereunder and the Secured Parties)acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, the such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges, and duties of the retiring Collateral Agent, and the term "referring Collateral Agent" Agent shall mean be discharged from any further duties and obligations under this Agreement except the duty to execute and deliver any documents necessary to vest or confirm the vesting of such rights, powers, privileges, and duties in such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debentures. After any the retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, each reference herein to a place for giving of notice or deliveries to the provisions of Section 12.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreementshall be deemed to refer to the principal office of the successor Collateral Agent or such other office of the successor Collateral Agent as it may specify to each party hereto.

Resignation or Removal of Collateral Agent. The Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign as Collateral Agent effective ten at any time by giving at least thirty (1030) Business Days after giving days prior notice thereof to the Secured Parties for any reason, Purchasers and the Issuers and the Collateral Agent may be removed at any time with or without cause by the unanimous election of all Majority Purchasers. Upon any such resignation or removal, the Majority Purchasers shall have the right to appoint a successor, with the prior written consent of the Secured Parties Issuers (other than which consent shall not be unreasonably withheld or delayed) if at the Secured Party that is also the Collateral Agent) for any reasontime of such appointment no Default shall have occurred and be continuing. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreement, the Required Secured Parties shall appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to the Company. If, however, in the case of resignation by the Collateral Agent, no successor Collateral Agent shall have been so appointed by the time Majority Purchasers and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent’s notice of resignation becomes effectiveor the removal of the retiring Collateral Agent by the Majority Purchasers, then the retiring Collateral Agent may, on behalf of the Secured PartiesPurchasers, appoint a successor Collateral Agent from among the remaining Secured PartiesAgent. Upon the acceptance of any appointment (whether effected by the Required Secured Parties or the retiring as Collateral Agent on behalf of the Secured Parties)hereunder by a successor Collateral Agent, the such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges, and duties of the retiring Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as retiring Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debenturesdischarged from its duties and obligations hereunder. After any retiring Collateral Agent's ’s resignation or removal hereunder as Collateral Agent, the provisions of Section 12.11 Sections 9.1 through 9.10, inclusive, hereof shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent under this Agreementhereunder.

Resignation or Removal of Collateral Agent. The Collateral Agent (a) Should all of the Loan Obligations (other than contingent Loan Obligations with respect to which no claim has been made) be fully and indefeasibly paid or satisfied at a point in time when any Approved Hedge Counterparty Obligation (other than contingent Approved Hedge Counterparty Obligations with respect to which no claim has been made) remains outstanding, Amegy may resign as Collateral Agent effective ten (10) Business Days after giving hereunder by providing to each Approved Hedge Counterparty and Borrower written notice thereof of such resignation no less than 30 days prior to the Secured Parties for any reasoneffective date of such resignation set forth in such written notice. Upon such resignation by Collateral Agent, and the Collateral Agent agrees to execute and deliver assignments, in form and substance mutually satisfactory to Agent and all Approved Hedge Counterparties, to a successor Collateral Agent designated by Approved Hedge Counterparties and, so long as no Potential Event of Default, Event of Default or Termination Event (as each such term is defined in the BP ISDA, the Shell ISDA or any other ISDA Master Agreement or schedule thereto between Borrower and any other Approved Hedge Counterparty, as applicable) exists under the BP ISDA, the Shell ISDA or any such other ISDA Master Agreement between Borrower and any other Approved Hedge Counterparty, approved by Borrower (which approval shall not be unreasonably withheld, conditioned or delayed), of the rights of the mortgagee, the secured party or the grantee, as the case may be, under the Security Instruments. Such assignments shall be removed prepared at the unanimous election expense of all Borrower, provided that such expense is documented and reasonable. Following such resignation by Collateral Agent and execution and delivery of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reason. If the such assignments, Collateral Agent shall resign have no further duties, responsibilities or be removed as Collateral Agent liabilities under this Agreement, but shall remain entitled to the Required Secured Parties shall appoint from among benefit of the Secured Parties (other than the Secured Party that has resigned or was removed) a successor indemnification of Collateral Agent for provided in this Agreement and to reimbursement, in accordance with applicable provisions of this Agreement, of expenses incurred in the Secured Partiesdischarge of the duties of Collateral Agent prior to the effective date of such resignation. (b) If Collateral Agent fails to take any material action under the Security Instruments to protect or realize upon the Collateral following a Triggering Event as required under Section 4.1(a) above within a reasonable time after being requested to do so in writing by an Approved Hedge Counterparty or Collateral Agent materially breaches its obligations to diligently pursue such action as required under this Agreement, then such Approved Hedge Counterparty may petition a court of competent jurisdiction to replace Collateral Agent with another Person, which may be an Approved Hedge Counterparty. Such replacement Collateral Agent may take such other actions as it may deem necessary or advisable to secure and enforce the Security Instruments. In the event that a court of competent jurisdiction shall decide to replace Collateral Agent, any successor Collateral Agent shall be reasonably acceptable required to apply all proceeds of any realization upon the Collateral in accordance with Section 5(c) above, provided that any reasonable expenses incurred in connection with the - 15 - replacement of Collateral Agent may be paid to the Company. If, however, in the case of resignation by the Collateral Agent, no successor Collateral Agent shall have been appointed by the time Person incurring such resignation becomes effective, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent expenses from among the remaining Secured Parties. Upon appointment (whether effected by the Required Secured Parties or the retiring Collateral Agent on behalf of the Secured Parties), the successor Collateral Agent shall succeed to the rights, powers and duties proceeds of the Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties pursuant to this Agreement or any holder of the Debentures. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of Section 12.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement5(c)(i) above.

Resignation or Removal of Collateral Agent. (a) The Collateral Agent may at any time resign as Collateral Agent effective ten (10) Business Days after and be discharged from the trust hereby created by giving written notice thereof to the Secured Parties for any reasonSeller, the Issuer Trustee and the Servicer. Upon receiving such notice of resignation, the Seller shall (i) promptly appoint a successor collateral agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Collateral Agent and one copy to the successor collateral agent and (ii) provide written notice to each Rating Agency of such resignation. If no successor collateral agent shall have been so appointed and have accepted within 30 days after the giving of such notice of resignation, the resigning Collateral Agent may be removed petition any court of competent jurisdiction for the appointment of a successor collateral agent. (b) If at the unanimous election of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reason. If time the Collateral Agent shall cease to be eligible in accordance with the provisions of Section 12.5 and shall fail to resign after written request therefor by the Seller, or be removed as Collateral Agent under this Agreement, if at any time the Required Secured Parties shall appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable legally unable to the Company. Ifact, howeveror shall be adjudged a bankrupt or insolvent, in the case or a receiver of resignation by the Collateral AgentAgent or of its property shall be appointed, no successor or any public officer shall take charge or control of the Collateral Agent shall have been appointed by or of its property or affairs for the time such resignation becomes effectivepurpose of rehabilitation, conservation or liquidation, then the retiring Seller may, but shall not be required to, remove the Collateral Agent may, on behalf of the Secured Parties, and promptly appoint a successor collateral agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the Collateral Agent from among the remaining Secured Parties. Upon appointment (whether effected by the Required Secured Parties or the retiring Collateral Agent on behalf of the Secured Parties), so removed and one copy to the successor Collateral Agent shall succeed to the rights, powers and duties collateral agent. (c) Any resignation or removal of the Collateral Agent, Agent and the term "Collateral Agent" shall mean such appointment of a successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or collateral agent pursuant to any of the parties to provisions of this Agreement or Section 12.6 shall not become effective until acceptance of appointment by the successor collateral agent as provided in Section 12.7 and any holder liability of the Debentures. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of Section 12.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreementarising hereunder shall survive such appointment of a successor collateral agent.

Resignation or Removal of Collateral Agent. The Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign as Collateral Agent effective ten (10) Business Days after at any time by giving at least 30 days' written notice thereof to the Secured Parties for any reasonTrade Creditors and each Company, and such resignation to be effective upon the acceptance of the position of Collateral Agent by a successor Collateral Agent. The Collateral Agent may be removed at any time with or without cause by written notice from the unanimous election of Required Trade Creditors (measured for all of Companies combined), and shall be so removed at any time the Secured Parties (other than Collateral Agent ceases to be the Secured Party that is also under the Collateral Agent) for Security Agreement. Upon any reason. If the Collateral Agent shall resign such resignation or be removed as Collateral Agent under this Agreementremoval, the Required Secured Parties shall appoint from among the Secured Parties Trade Creditors (other than the Secured Party that has resigned or was removedmeasured for all Companies combined) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to the Company. If, however, in the case of resignation by the Collateral Agent, no successor Collateral Agent shall have been appointed by the time such resignation becomes effective, then the retiring Collateral Agent may, on behalf of the Secured Parties, right to appoint a successor Collateral Agent from among the remaining Secured Parties. Upon appointment (whether effected which shall be a bank or trust company selected by the Required Secured Parties or Trade Creditors (measured for all Companies combined) and, so long as no Default shall have occurred and be continuing, reasonably acceptable to the retiring Companies, if there be such an institution willing, able and legally qualified to perform the duties of the Collateral Agent on behalf hereunder upon reasonable or customary terms. If, within 90 days of the Secured Parties), the successor Collateral Agent shall succeed to the rights, powers and duties notice of resignation of the Collateral Agent, and a successor Collateral Agent shall not have been appointed, the term "Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent" shall mean such . Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, effective upon its appointmentsuch successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Collateral Agent, and the former Collateral Agent's rights, powers and duties as resigning or removed Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debenturesdischarged from its duties and obligations hereunder. After any retiring resigning or removed Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Section 12.11 6 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. Any successor Collateral Agent shall also be appointed as successor Secured Party under this the Security Agreement.

Resignation or Removal of Collateral Agent. The Subject to the appointment ------------------------------------------ and acceptance of a successor Collateral Agent as provided below, Collateral Agent may resign as Collateral Agent effective ten (10) Business Days after at any time by giving notice thereof to the Secured Parties for any reasonHolders, SGC and Company, and the Collateral Agent may be removed at any time with or without cause by the unanimous election of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for Requisite Holders. Upon any reason. If the Collateral Agent shall resign such resignation or be removed as Collateral Agent under this Agreementremoval, the Required Secured Parties Requisite Holders shall have the right to appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to the CompanyAgent. If, however, in the case of resignation by the Collateral Agent, If no successor Collateral Agent shall have been so appointed by the time Requisite Holders and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation becomes effectiveor the Requisite Holders' removal of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the Secured PartiesHolders, appoint a successor Collateral Agent from among the remaining Secured PartiesAgent, which shall be a financial institution with a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment (whether effected by the Required Secured Parties or the retiring as Collateral Agent on behalf of the Secured Parties)hereunder by a successor Collateral Agent, the such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as retiring Collateral Agent shall be terminateddischarged from its duties and obligations hereunder. Upon the acceptance of any appointment as Collateral Agent, without any other the retiring or further act or deed on the part of such former removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, securities and other items of Collateral held under any Basic Document, together with all records and other documents necessary or any appropriate in connection with the performance of the parties to this Agreement or any holder duties of the Debenturessuccessor Collateral Agent under each Basic Document and this Agreement, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor of the security interests created under each of the Basic Documents. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of Section 12.11 this paragraph shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent under this AgreementAgent.

Resignation or Removal of Collateral Agent. The Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign as Collateral Agent effective ten (10) Business Days after at any time by giving notice thereof to each Lender and may be removed, upon thirty days’ prior written notice of such removal from the Secured Parties for Required Lenders. Upon any reasonsuch resignation or removal, and the a successor Collateral Agent may be removed at appointed by the unanimous election of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reasonRequired Lenders. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreement, the Required Secured Parties shall appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to the Company. If, however, in the case of resignation by the Collateral Agent, no successor Collateral Agent shall have been appointed by as aforesaid and shall have accepted such appointment within 30 days after the time such retiring Collateral Agent’s giving of notice of resignation becomes effectiveor having received notice of removal, then the retiring Collateral Agent may, on behalf of the Secured PartiesLenders, appoint a successor Collateral Agent from among which shall be a depository institution with capital and surplus greater than $500,000,000 and which shall be qualified to perform its duties hereunder and under the remaining Secured PartiesSecurity Documents. Upon the acceptance of any appointment (whether effected by the Required Secured Parties or the retiring as Collateral Agent on behalf of the Secured Parties)hereunder by a successor Collateral Agent, the such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as retiring Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to discharged from its duties and obligations under this Agreement or any holder of Security Document, except to the Debenturesextent for acts or omissions prior to the resignation or removal. After any retiring Collateral Agent's ’s resignation or removal hereunder as Collateral Agent, (a) the provisions of Section 12.11 Sections 5.7 and 5.8 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent, (b) any Collateral held in possession of the retiring Collateral Agent under this Agreementshall be delivered to the successor Collateral Agent, and (c) the retiring Collateral Agent shall assign all of its rights as secured party with respect to all of the Collateral to the successor Collateral Agent for the benefit of the Creditors.

Resignation or Removal of Collateral Agent. The Collateral Agent may resign (or be removed by the Required Purchasers) as Collateral Agent effective ten at any time by giving thirty (1030) Business Days after giving days advance notice thereof to the Secured Parties for any reason, Purchasers and the Collateral Agent may be removed at the unanimous election of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reason. If the Collateral Agent shall resign or be removed as Collateral Agent under this AgreementIssuer and, thereafter, the Required Secured Parties shall appoint from among the Secured Parties (other than the Secured Party that has resigned retiring or was removed) a successor Collateral Agent for the Secured Parties, which successor removed Collateral Agent shall be reasonably acceptable discharged from its duties and obligations hereunder. Upon any such resignation or removal, the Required Purchasers shall have the right, subject to the Company. Ifapproval of the Issuer (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), however, in the case of resignation by the to appoint a successor Collateral Agent, . If no successor Collateral Agent shall have been so appointed by the time Required Purchasers, been approved (so long as no Event of Default has occurred and is continuing) by the Issuer or have accepted such appointment within thirty (30) days after the Collateral Agent’s giving of notice of resignation becomes effectiveor the Required Purchasers’ giving of notice of removal, as applicable, then the retiring Collateral Agent may, on behalf of the Secured PartiesPurchasers, appoint a successor Collateral Agent from among reasonably acceptable to the remaining Secured PartiesIssuer (so long as no Default or Event of Default has occurred and is continuing). Upon the acceptance of any appointment (whether effected by the Required Secured Parties or the retiring as Collateral Agent on behalf of the Secured Parties)by a successor Collateral Agent, the such successor Collateral Agent shall thereupon succeed to the and become vested with all rights, powers powers, privileges and duties of the retiring or removed Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debentures. After any retiring Collateral Agent's ’s resignation or removal hereunder as Collateral Agent, the provisions of this Section 12.11 11.06 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent. If no successor has accepted appointment as Collateral Agent under this Agreementby the date which is thirty (30) days following a retiring Collateral Agent’s notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, the retiring Collateral Agent’s resignation or removal 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 is appointed and such Collateral Agent is not an Affiliate of the holders of a majority in interest of the Convertible Notes, then the Issuer shall agree to pay to such Collateral Agent the fees and expenses (such fees to be payable annually in advance) that such Collateral Agent may reasonably request in connection with its appointment and service.

Resignation or Removal of Collateral Agent. The Collateral Agent may resign as Collateral Agent effective ten (10) Business Days business days after giving notice thereof to the Secured Parties for any reason, and the Collateral Agent may be removed at the unanimous election of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reason. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreement, the Required Secured Parties shall appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to the Company. If, however, in the case of resignation by the Collateral Agent, no successor Collateral Agent shall have been appointed by the time such resignation becomes effective, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent from among the remaining Secured Parties. Upon appointment (whether effected by the Required Secured Parties or the retiring Collateral Agent on behalf of the Secured Parties), the successor Collateral Agent shall succeed to the rights, powers and duties of the Collateral Agent, and the term "“Collateral Agent" ” shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's ’s rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debentures2005 Notes. After any retiring Collateral Agent's ’s resignation or removal hereunder as Collateral Agent, the provisions of Section 12.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.

Resignation or Removal of Collateral Agent. The Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign as Collateral Agent effective ten at any time by giving at least thirty (1030) Business Days after giving days prior notice thereof to the Secured Parties for any reason, Purchasers and the Issuers and the Collateral Agent may be removed at any time with or without cause by the unanimous election of all Majority Purchasers. Upon any such resignation or removal, the Majority Purchasers shall have the right to appoint a successor, with the prior written consent of the Secured Parties Issuers (other than which consent shall not be unreasonably withheld or delayed) if at the Secured Party that is also the Collateral Agent) for any reasontime of such appointment no Default shall have occurred and be continuing. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreement, the Required Secured Parties shall appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to the Company. If, however, in the case of resignation by the Collateral Agent, no successor Collateral Agent shall have been so appointed by the time Majority Purchasers and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent’s notice of resignation becomes effectiveor the removal of the retiring Collateral Agent by the Majority Purchasers, then the retiring Collateral Agent may, on behalf of the Secured PartiesPurchasers, appoint a successor Collateral Agent from among the remaining Secured PartiesAgent. Upon the acceptance of any appointment (whether effected by the Required Secured Parties or the retiring as Collateral Agent on behalf of the Secured Parties)hereunder by a successor Collateral Agent, the such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges, and duties of the retiring Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as retiring Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debenturesdischarged from its duties and obligations hereunder. After any retiring Collateral Agent's ’s resignation or removal hereunder as Collateral Agent, the provisions of Section 12.11 Sections 9.1(a) through 9.1(j), inclusive, hereof shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent under this Agreementhereunder.

Resignation or Removal of Collateral Agent. The Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign as Collateral Agent effective ten (10) Business Days after at any time by giving notice thereof to the Secured Parties for any reasonRepo Purchaser, the Note A Indenture Trustee, the Note B Indenture Trustee and CMI. In addition, the Collateral Agent may be removed at the unanimous election of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reason. If time with or without cause by notice to the Collateral Agent shall resign or be removed as Collateral Agent under this Agreementby the Repo Purchaser, the Required Secured Parties Note A Indenture Trustee and the Note B Indenture Trustee acting together. Upon any such resignation or removal, the Repo Purchaser shall have the right to appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable satisfactory to the CompanyNote A Indenture Trustee, the Note B Indenture Trustee and CMI. If, however, in the case of resignation by the Collateral Agent, If no such successor Collateral Agent shall have been so appointed by or, having been so designated, shall not have accepted such appointment, within (30) thirty days after notice of the time such resignation becomes effectiveor removal of the Collateral Agent, then the retiring or removed Collateral Agent may, on behalf of the Secured PartiesRepo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee, appoint a successor Collateral Agent from among the remaining Secured Partieswhich shall be a bank or trust company with an office in New York City, Borough of Manhattan, having a combined capital and surplus of at least $500,000,000 (if any such institution be willing to serve as collateral agent hereunder). Upon the acceptance of any appointment (whether effected by the Required Secured Parties or the retiring as Collateral Agent on behalf of the Secured Parties)hereunder by a successor Collateral Agent, the such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring or removed Collateral Agent, and the term "retiring or removed Collateral Agent" Agent shall mean be discharged from its duties and obligations hereunder (except that the resigning or removed Collateral Agent shall promptly deliver all collateral in its possession under this Agreement or the Security Agreement or the other Security Documents to such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debentures). After any retiring or removed Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of Section 12.11 hereof shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent under this AgreementAgent.

Resignation or Removal of Collateral Agent. The Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign as Collateral Agent effective ten (10) Business Days after at any time by giving written notice thereof to the Secured Parties for any reason, Lenders and Borrower and the Collateral Agent may be removed at any time with or without cause by any number of Lenders whose Total Commitment Percentages total at least fifty-one percent (51%). Upon any such resignation or removal, Lenders shall have the unanimous election of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reason. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreement, the Required Secured Parties shall right to appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to the CompanyBorrower. If, however, in the case of resignation by the Collateral Agent, If no successor Collateral Agent shall have been so appointed by Lenders and shall have accepted such appointment within thirty (30) days after the time such retiring Collateral Agent's giving of notice of resignation becomes effectiveor Lenders' removal of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the Secured PartiesLenders, appoint a successor Collateral Agent from among the remaining Secured Partiesreasonably acceptable to Borrower. Upon the acceptance by any Person of any appointment (whether effected by the Required Secured Parties or the retiring as successor Collateral Agent on behalf of the Secured Parties)hereunder, the such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as retiring Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debenturesdischarged from its duties and obligations hereunder. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Section 12.11 12 shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was acting as Collateral Agent under this AgreementAgent.

Resignation or Removal of Collateral Agent. The Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign as Collateral Agent effective ten (10) Business Days after at any time by giving notice thereof to each Lender and may be removed, upon thirty days' prior written notice of such removal from the Secured Parties for Required Lenders. Upon any reasonsuch resignation or removal, and the a successor Collateral Agent may be removed at appointed by the unanimous election of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reasonRequired Lenders. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreement, the Required Secured Parties shall appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to the Company. If, however, in the case of resignation by the Collateral Agent, no successor Collateral Agent shall have been appointed by as aforesaid and shall have accepted such appointment within 30 days after the time such retiring Collateral Agent's giving of notice of resignation becomes effectiveor having received notice of removal, then the retiring Collateral Agent may, on behalf of the Secured PartiesLenders, appoint a successor Collateral Agent from among which shall be a depository institution with capital and surplus greater than $500,000,000 and which shall be qualified to perform its duties hereunder and under the remaining Secured PartiesSecurity Documents. Upon the acceptance of any appointment (whether effected by the Required Secured Parties or the retiring as Collateral Agent on behalf of the Secured Parties)hereunder by a successor Collateral Agent, the such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as retiring Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to discharged from its duties and obligations under this Agreement or any holder of Security Document, except to the Debenturesextent for acts or omissions prior to the resignation or removal. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, (a) the provisions of Section 12.11 Sections 5.07 and 5.08 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent, (b) any Collateral held in possession of the retiring Collateral Agent under this Agreementshall be delivered to the successor Collateral Agent, and (c) the retiring Collateral Agent shall assign all of its rights as secured party with respect to all of the Collateral to the successor Collateral Agent for the benefit of the Creditors.

Resignation or Removal of Collateral Agent. The Subject to the ------------------------------------------ appointment and acceptance of a successor Collateral Agent as provided below, (i) the Collateral Agent may resign as Collateral Agent effective ten at any time by giving not less than thirty (1030) Business Days after giving days notice thereof to the Secured Parties for any reasonAdministrative Agent, the Intercreditor Agent, the Trustee and the Issuer and (ii) the Collateral Agent may be removed at any time with or without cause by the unanimous election of all Intercreditor Agent (acting pursuant to the Intercreditor Agreement). Upon any such resignation or removal referred to in clauses (i) and (ii) of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reason. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreementpreceding sentence, the Required Secured Parties Intercreditor Agent (acting pursuant to the Intercreditor Agreement) shall have the right to appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured PartiesAgent, which successor Collateral Agent shall be reasonably acceptable to the CompanyIssuer unless an Event of Default shall have occurred and be continuing. If, however, in the case of resignation by the Collateral Agent, If no successor Collateral Agent shall have been so appointed by the time Intercreditor Agent (acting pursuant to the Intercreditor Agreement) and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent's giving of notice of resignation becomes effectiveor the Intercreditor Agent (acting pursuant to the Intercreditor Agreement) removal of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the Intercreditor Agent (acting pursuant to the Intercreditor Agreement) and the other Secured Parties, petition a court of competent jurisdiction for a successor or it may appoint a successor Collateral Agent, which shall be a bank or trust company (a) acceptable to the Intercreditor Agent (acting pursuant to the Intercreditor Agreement), (b) having a combined capital and surplus of at least $50,000,000, (c) having offices in New York, New York, (d) having a long- term credit rating of not less than "BBB-" from among S&P and "Baa3" from Xxxxx'x, provided that any such bank with long-term credit -------- ratings of "BBB-" and "Baa3" shall not cease to be a Collateral Agent upon a downward change in either such rating of no more than one category or grade of such rating, as the remaining Secured Partiescase may be, and (e) unless an Event of Default has occurred and is continuing, reasonably acceptable to the Issuer. Upon the acceptance of any appointment (whether effected by the Required Secured Parties or the retiring as Collateral Agent on behalf of the Secured Parties)hereunder by a successor Collateral Agent, the (i) such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as retiring Collateral Agent shall be terminateddischarged from its duties and obligations hereunder, without any other or further act or deed on and (ii) the part of such former retiring Collateral Agent shall promptly transfer all Collateral within its possession or any control to the possession or control of the parties successor Collateral Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to this Agreement or any holder transfer the rights of the DebenturesCollateral Agent in respect of the Collateral to the successor Collateral Agent. After any retiring Collateral Agent's resignation resignation, removal or removal replacement hereunder as Collateral Agent, the provisions of Section 12.11 this Article 2 shall inure to continue in effect for its benefit as to in respect of any actions --------- taken or omitted to be taken by it while it was acting as Collateral Agent under this AgreementAgent.

Resignation or Removal of Collateral Agent. The Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign as Collateral Agent effective ten at any time by giving thirty (1030) Business Days after giving days’ written notice thereof to the Secured Parties for any reason, and the each party hereof. The Collateral Agent may be removed at any time with or without cause by the unanimous election Administrative Agent. Notwithstanding anything to the contrary, no resignation or removal of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reason. If the Collateral Agent shall resign be effective until: (i) a successor Collateral Agent is appointed in accordance with this Section 12.07, (ii) the resigning or be removed Collateral Agent has transferred to its successor all of its rights and obligations in its capacity as the Collateral Agent under this Agreement, and (iii) the Required Secured Parties shall appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for has executed and delivered an agreement to be bound by the Secured Parties, which successor terms hereof and perform all duties required of the Collateral Agent shall be reasonably acceptable hereunder and under the other Loan Documents and a copy of such agreement has been delivered to the CompanyAdministrative Agent, Collateral Agent and (if no Event of Default has occurred and is continuing) Borrower. If, however, in the case Within thirty (30) days of receipt of a written notice of any resignation by or removal of the Collateral Agent, the Administrative Agent and, if no Default or Event of Default is then continuing, Borrower shall appoint a successor Collateral Agent. If no successor Collateral Agent (x) shall have been appointed by the time Administrative Agent and, if applicable, Borrower and (y) shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent’s giving of notice of resignation becomes effectiveor the removal of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf may apply to a court of the Secured Parties, competent jurisdiction to appoint a successor Collateral Agent from among the remaining Secured PartiesAgent, which shall be a federally insured U.S. domiciled bank or trust company that has a combined capital surplus of at least $500,000,000. Upon the acceptance of any appointment (whether effected as Collateral Agent hereunder by the Required Secured Parties or the retiring successor Collateral Agent on behalf of the Secured Parties)Agent, the (a) such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as retiring Collateral Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations hereunder and (b) the part of such former retiring Collateral Agent shall promptly transfer all monies and other property within its possession or any control to the possession or control of the parties successor Collateral Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to this Agreement or any holder transfer the rights of the DebenturesCollateral Agent with respect to the monies to the successor Collateral Agent. After any the retiring Collateral Agent's ’s resignation or removal hereunder as Collateral Agent, the provisions of Section 12.11 this Article 12 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent. Any corporation into which the Collateral Agent under this Agreementmay be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any corporation succeeding to the business of the Collateral Agent or its corporate trust operations shall be the successor of the Collateral Agent hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Resignation or Removal of Collateral Agent. The Collateral Agent may at any time resign as Collateral Agent effective ten (10) Business Days after and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Secured Parties for any reasonServicer, and the Collateral Agent may be removed at Notice Parties. Upon receiving such notice of resignation, with the unanimous election of all prior written consent of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reason. If the Collateral Agent shall resign or be removed as Collateral Agent under this AgreementNotice Parties, the Required Secured Parties Servicer shall promptly appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for (approved by the Secured PartiesSurety Provider in writing) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Collateral Agent and one copy to the successor Collateral Agent shall be reasonably acceptable to the CompanyAgent. If, however, in the case of resignation by the Collateral Agent, If no successor Collateral Agent shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent acceptable to the Surety Provider. If at any time the Collateral Agent shall cease to be eligible in accordance with the provisions of Section 11.5 and shall fail to resign after written request therefor by the Servicer, the Administrative Agent or the Bank Agent with the prior written consent of the Surety Provider, or the Surety Provider, or if at any time such resignation becomes effectivethe Collateral Agent shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver, conservator or liquidator of the Collateral Agent or of its property shall be appointed, or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Collateral Agent breaches any of its representations, warranties or covenants hereunder, then the retiring Administrative Agent, the Bank Agent or the Servicer, with the consent of the Notice Parties, may or shall, at the direction of the Surety Provider, remove the Collateral Agent. If the Administrative Agent, the Bank Agent or the Servicer shall remove the Collateral Agent may, on behalf under the authority of the Secured Partiesimmediately preceding sentence, the Servicer shall promptly appoint a successor Collateral Agent from among the remaining Secured Parties. Upon appointment (whether effected approved by the Required Secured Parties or Surety Provider in writing) by written instrument, in duplicate, one copy of which instrument shall be delivered to the retiring Collateral Agent on behalf so removed and one copy to the successor Collateral Agent, and pay all fees owed to the outgoing Collateral Agent. Any resignation or removal of the Secured Parties), Collateral Agent and appointment of a successor Collateral Agent pursuant to any of the provisions of this Section 11.6 shall not become effective until acceptance of appointment by the successor Collateral Agent shall succeed pursuant to Section 11.7 and payment of all fees and expenses owed to the rights, powers and duties of the outgoing Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debentures. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of Section 12.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.

Resignation or Removal of Collateral Agent. The (a) Subject to the appointment and acceptance of a successor Collateral Agent as provided in this Section 11.8, the Collateral Agent may resign at any time as Collateral Agent effective ten (10) Business Days after under this Agreement and any Collateral Document and any other Operative Agreement to which it is a party by giving 30 days' written notice thereof to the Secured Parties for any reasonHolders and the Company, and the Collateral Agent may be removed at any time with or without cause by the unanimous election of all vote of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for Required Holders. Upon any reason. If the Collateral Agent shall resign such resignation or be removed as Collateral Agent under this Agreementremoval, the Required Secured Parties Holders shall have the right to appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to the CompanyAgent. If, however, in the case of resignation by the Collateral Agent, If no successor Collateral Agent shall have been appointed by the time Required Holders and shall have accepted such appointment prior to the scheduled effective date of the resignation becomes effectiveor removal of the Collateral Agent, then the retiring Collateral Agent may, on behalf of the Secured PartiesHolders appoint a successor Collateral Agent, which shall be a Holder acceptable to the Required Holders or a bank or trust company reasonably acceptable to the Required Holders. If no successor Collateral Agent shall have been appointed by the Required Holders and shall have accepted such appointment prior to the scheduled effective date of the resignation of the Collateral Agent, then the Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court may thereupon, after such notice, if any, as it may deem proper and as it may prescribe, appoint a successor Collateral Agent, and such determination shall be binding upon all the parties hereto and shall not be appealable. The Holders agree to pay or reimburse the Collateral Agent from among the remaining Secured Parties. Upon appointment (whether effected for all fees, charges and expenses, including attorneys' fees, relating to or incurred by the Required Secured Parties or the retiring Collateral Agent on behalf in connection with any such court proceedings. (b) Upon the acceptance of the Secured Parties)any appointment as Collateral Agent hereunder by a successor Collateral Agent, the (i) such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as retiring Collateral Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations hereunder and (ii) the part of such former retiring Collateral Agent shall promptly transfer all Collateral within its possession or any control to the possession or control of the parties successor Collateral Agent and shall execute and deliver such notices, instructions and assignments as the Required Holders shall instruct based on their conclusion that such notices, instructions and assignments are necessary or desirable to this Agreement or any holder transfer the rights of the DebenturesCollateral Agent with respect to the Collateral to the successor Collateral Agent. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Section 12.11 11 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent. Notwithstanding anything in this Agreement to the contrary, the Collateral Agent shall not be required in any event or under this Agreementany circumstance, including its resignation or removal, to provide (nor be deemed to have provided) to any successor Collateral Agent any indemnity (or similar obligation) of any kind whatsoever.

Resignation or Removal of Collateral Agent. The Collateral Agent may resign as Collateral Agent effective ten (10) Business Days after at any time hereunder by giving written notice thereof to the Secured Parties for any reasonGrantor, the Issuer and each Representative. The Instructing Group may remove the Collateral Agent may be removed at the unanimous election any time hereunder by giving written notice of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reason. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreement, the Required Secured Parties shall appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable such removal to the Company. If, however, in the case of resignation by the Collateral Agent, no successor Collateral Agent the Issuer and the Grantor. The Instructing Group shall have been appointed by the time such resignation becomes effective, then the retiring Collateral Agent may, on behalf of the Secured Parties, be entitled to appoint a successor Collateral Agent from among reasonably acceptable to the remaining Secured PartiesGrantor in the event of a resignation or removal. Upon the appointment (whether effected by hereunder of any successor Collateral Agent, such successor Collateral Agent so appointed shall execute, acknowledge and deliver to the Required Secured Parties or Issuer, the Grantor, the Representatives and the retiring Collateral Agent on behalf an instrument accepting such appointment, and thereupon the resignation or removal of the Secured Parties), the successor retiring Collateral Agent shall succeed to the rights, powers become effective and duties of the Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointmentwithout any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the former retiring Collateral Agent's rights, powers and duties as . If the instrument of acceptance by a successor Collateral Agent shall be terminated, without any other or further act or deed on not have been delivered within thirty (30) days after the part giving of such former notice of resignation or removal, the resigning Collateral Agent or may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent with respect to such series at the joint and several cost of the parties to this Agreement or any holder of Issuer and the DebenturesGrantor. After In no event shall any retiring Collateral Agent's resignation Agent be liable for the compensation, acts or removal hereunder as Collateral Agent, the provisions omissions of Section 12.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was successor Collateral Agent under this Agreementhereunder.

Resignation or Removal of Collateral Agent. The (i) Should Collateral Agent may ever resign as Collateral Agent, then a new Collateral Agent effective ten (10) Business Days after giving notice thereof to appointed by the Majority Investors shall forthwith become Collateral Agent, and Debtor and Secured Parties shall execute such documents as Majority Investors may reasonably request to reflect such change. Any resignation of Collateral Agent shall become effective upon the appointment by Majority Investors of a successor Collateral Agent; provided, however, that if Majority Investors fail for any reasonreason to appoint a successor within sixty (60) days after such removal or resignation, Collateral Agent shall thereafter have no obligation to act as Collateral Agent hereunder. (ii) If Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered pursuant to, and in accordance with the terms and conditions of, this Agreement (other than where such nonperformance is beyond the control of Collateral Agent or where such performance would entail a violation of applicable Law or conflict with the provisions of any Security Document or other agreement where performance is not required by this Agreement, including without limitation as provided in Subsections 9(b)(iii) and 9(d)(ii), and such failure continues for a period of fifteen (15) days from the date of receipt of said written instructions, Collateral Agent may be removed at by Majority Investors. Majority Investors shall also have the unanimous election of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reason. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreement, the Required Secured Parties shall appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable right to the Company. If, however, in the case of resignation by the Collateral Agent, no successor Collateral Agent shall have been appointed by the time such resignation becomes effective, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent from among Agent. (iii) Upon the remaining Secured Parties. Upon acceptance of any appointment (whether effected by the Required Secured Parties or the retiring as Collateral Agent on behalf of the Secured Parties)hereunder by a successor Collateral Agent, the successor such Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as retiring Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debenturesdischarged from its duties and obligations hereunder. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, (1) the provisions of Section 12.11 Subsection 9(j) shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent, (2) any Collateral held in possession of the retiring Collateral Agent under this Agreementshall be delivered to the successor Collateral Agent, and (3) the retiring Collateral Agent shall assign all of its rights with respect to all of the Collateral to the successor Collateral Agent, for the pro rata benefit of the Secured Parties.

Resignation or Removal of Collateral Agent. The (a) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, Collateral Agent may resign as Collateral Agent effective ten (10) Business Days after at any time by giving notice thereof to the Secured Parties for any reasoneach Creditor, and the Majority Creditors may remove Collateral Agent at any time by giving notice thereof to each other Creditor and Collateral Agent. Upon any such resignation or removal, a successor Collateral Agent may be removed at the unanimous election of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reasonappointed by Majority Creditors. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreement, the Required Secured Parties shall appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to the Company. If, however, in the case of resignation by the Collateral Agent, no successor Collateral Agent shall have been appointed by Majority Creditors and shall have accepted such appointment within thirty (30) days after the time such resignation becomes effectiveretiring Collateral Agent's giving of notice of resignation, then the retiring Collateral Agent may, on behalf of the Secured PartiesCreditors, appoint as successor Collateral Agent any national or state bank or trust company (other than a Creditor) having capital, surplus, and undivided profits of at least $250,000,000. (b) Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent from among the remaining Secured Parties. Upon appointment (whether effected by the Required Secured Parties or the retiring Collateral Agent on behalf of the Secured Parties)Agent, the such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as retiring Collateral Agent shall be terminateddischarged from its duties and obligations hereunder, without any other except to the extent provided above for acts or further act omissions prior to the resignation or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debenturestermination. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, (i) the provisions of Section 12.11 5.5 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent, (ii) any Collateral held in possession of the retiring Collateral Agent under this Agreementshall be delivered to the successor Collateral Agent, and (iii) the retiring Collateral Agent shall assign all of its rights as secured party, mortgagee, assignee, deed of trust beneficiary or other similar position with respect to all of the Collateral to the successor Collateral Agent for the pro rata benefit of the Creditors.

Resignation or Removal of Collateral Agent. The Collateral Agent may resign as Collateral Agent effective ten (10) Business Days business days after giving notice thereof to the Secured Parties for any reason, and the Collateral Agent may be removed at the unanimous election of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reason. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreement, the Required Secured Parties shall appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to the Company. If, however, in the case of resignation by the Collateral Agent, no successor Collateral Agent shall have been appointed by the time such resignation becomes effective, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent from among the remaining Secured Parties. Upon appointment (whether effected by the Required Secured Parties or the retiring Collateral Agent on behalf of the Secured Parties), the successor Collateral Agent shall succeed to the rights, powers and duties of the Collateral Agent, and the term "“Collateral Agent" ” shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the DebenturesNotes. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of Section 12.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.

Resignation or Removal of Collateral Agent. The Collateral Agent may resign (or be removed by the Required Purchasers) as Collateral Agent effective ten at any time by giving thirty (1030) Business Days after giving days advance notice thereof to the Secured Parties for any reason, Purchasers and the Collateral Agent may be removed at the unanimous election of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reason. If the Collateral Agent shall resign or be removed as Collateral Agent under this AgreementIssuer and, thereafter, the Required Secured Parties shall appoint from among the Secured Parties (other than the Secured Party that has resigned retiring or was removed) a successor Collateral Agent for the Secured Parties, which successor removed Collateral Agent shall be reasonably acceptable discharged from its duties and obligations hereunder. Upon any such resignation or removal, the Required Purchasers shall have the right, subject to the Company. Ifapproval of the Issuer (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), however, in the case of resignation by the to appoint a successor Collateral Agent, . If no successor Collateral Agent shall have been so appointed by the time Required Purchasers, been approved (so long as no Event of Default has occurred and is continuing) by the Issuer or have accepted such appointment within thirty (30) days after the Collateral Agent’s giving of notice of resignation becomes effectiveor the Required Purchasers’ giving of notice of removal, as applicable, then the retiring Collateral Agent may, on behalf of the Secured PartiesPurchasers, appoint a successor Collateral Agent from among reasonably acceptable to the remaining Secured PartiesIssuer (so long as no Default or Event of Default has occurred and is continuing). Upon the acceptance of any appointment (whether effected by the Required Secured Parties or the retiring as Collateral Agent on behalf of the Secured Parties)by a successor Collateral Agent, the such successor Collateral Agent shall thereupon succeed to the and become vested with all rights, powers powers, privileges and duties of the retiring or removed Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debentures. After any retiring Collateral Agent's ’s resignation or removal hereunder as Collateral Agent, the provisions of this Section 12.11 11.06 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent. If no successor has accepted appointment as Collateral Agent under this Agreementby the date which is thirty (30) days following a retiring Collateral Agent’s notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, the retiring Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the \\4140-6447-8783 v164123-4063-4962 v3 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 is appointed and such Collateral Agent is not an Affiliate of the holders of a majority in interest of the Convertible Notes, then the Issuer shall agree to pay to such Collateral Agent the fees and expenses (such fees to be payable annually in advance) that such Collateral Agent may reasonably request in connection with its appointment and service.

Resignation or Removal of Collateral Agent. The Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign as Collateral Agent effective ten (10) Business Days after at any time by giving notice thereof to the Secured Parties for each Lender. Upon any reasonsuch resignation, and the a successor Collateral Agent may be removed at appointed by the unanimous election of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reasonRequired Lenders. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreement, the Required Secured Parties shall appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to the Company. If, however, in the case of resignation by the Collateral Agent, no successor Collateral Agent shall have been appointed by as aforesaid and shall have accepted such appointment within 30 days after the time such resignation becomes effectiveretiring Collateral Agent’s giving of notice of resignation, then the retiring Collateral Agent may, on behalf of the Secured PartiesLenders, appoint a successor Collateral Agent which shall be a depository institution with capital and surplus greater than $250,000,000 and which shall be qualified to perform its duties hereunder and under the Security Documents. If the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered pursuant to, and in accordance with the terms and conditions of, this Agreement (other than where such nonperformance is beyond the control of the Collateral Agent or where such performance would entail a violation of applicable law or conflict with the provisions of this Agreement or any Financing Document), and such failure continues for a period of 15 days from among the remaining Secured Parties. Upon appointment (whether effected date of receipt of said written instructions, the Collateral Agent may be removed by the Required Secured Parties or Lender(s) directing the retiring action which the Collateral Agent failed or refused to take. Such Lender(s) shall also have the right to appoint a successor Collateral Agent with the consent of the other Lenders (other than the Lender so removed as Collateral Agent), and if no successor Collateral Agent shall have been so appointed and shall have accepted such appointment within five Business Days after removal, then the Lender(s) which directed the action which the Collateral Agent failed or refused to take may, on behalf of the Secured Parties)Lenders, appoint a successor Collateral Agent which shall be a depository institution with capital and surplus greater than $250,000,000 and which shall be qualified to perform its duties hereunder and under the Security Documents. 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 powers, privileges and duties of the retiring Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as retiring Collateral Agent shall be terminateddischarged from its duties and obligations hereunder, without any other except to the extent provided above for acts or further act omissions prior to the resignation or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debenturestermination. After any retiring Collateral Agent's ’s resignation or removal hereunder as Collateral Agent, (a) the provisions of Section 12.11 Sections 7.7 and 7.8 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent, (b) any Collateral held in possession of the retiring Collateral Agent under this Agreementshall be delivered to the successor Collateral Agent, and (c) the retiring Collateral Agent shall assign all of its rights as secured party, mortgagee, assignee, deed of trust beneficiary or other similar position with respect to all of the Collateral to the successor Collateral Agent for the pro rata benefit of the Lenders.

Resignation or Removal of Collateral Agent. The ------------------------------------------ Collateral Agent may resign as Collateral Agent effective ten (10) Business Days after at any time by giving 30 days prior written notice thereof to the Secured Parties for any reason, Banks and the Collateral Agent may be removed at the unanimous election of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for Borrowers. Upon any reason. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreementsuch resignation, the Required Secured Parties Banks shall have the right to appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be Fleet or another financial institution reasonably acceptable to the CompanyBorrowers and shall be a Bank or another financial institution having a combined capital and surplus in excess of $100,000,000. If, however, in the case of resignation by the Collateral Agent, If no successor Collateral Agent shall have been so appointed by the time Banks and shall have accepted such resignation becomes effectiveappointment within 30 days after the retiring Collateral Agent's giving of notice of resignation, then the retiring Collateral Agent may, on behalf of the Secured PartiesBanks, appoint a successor Collateral Agent from among which shall be reasonably acceptable to the remaining Secured PartiesBorrowers and shall be a financial institution having a combined capital and surplus in excess of $100,000,000. Upon the acceptance of any appointment (whether effected by the Required Secured Parties or the retiring as Collateral Agent on behalf of the Secured Parties)hereunder by a successor Collateral Agent, the such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as retiring Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debenturesdischarged from its duties and obligations hereunder. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agentresignation, the provisions of Section 12.11 this Agreement shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent under this AgreementAgent.

Resignation or Removal of Collateral Agent. (a) The Collateral Agent may at any time resign as Collateral Agent effective ten (10) Business Days after and be discharged with respect to the Asset Backed Loan by giving 60 days’ written notice thereof to the Secured Parties for any reasonServicer, the Borrower, the Lenders and the Collateral Agent may be removed at the unanimous election Administrative Agent. Upon receiving such notice of all of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reason. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreementresignation, the Required Secured Parties Borrower shall promptly appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for meeting the Secured Partiesrequirements of Section 7.7 hereof not objected to by the Administrative Agent within 30 days after prior written notice, by written instrument, in quintuplicate, one counterpart of which instrument shall be delivered to each of the Borrower, the Servicer, the successor Collateral Agent shall be reasonably acceptable to and the Company. If, however, in the case of resignation by the predecessor Collateral Agent, . If no successor Collateral Agent shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent (any fees, costs and expenses (including attorney fees and expenses) incurred by the Collateral Agent in connection therewith to be reimbursed to the Collateral Agent as a Collateral Agent Expense). (b) If at any time such resignation becomes effectivethe Collateral Agent shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Borrower, or if at any time the Collateral Agent shall be legally unable to act, fails to perform in any material respect its obligations under this Agreement, or shall be adjudged a bankrupt or insolvent, or a receiver of the Collateral Agent or of its property shall be appointed, or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the retiring Administrative Agent may direct, and the Servicer shall follow such direction and remove the Collateral Agent may, on behalf for cause. If it removes the Collateral Agent under the authority of the Secured Partiesimmediately preceding sentence, the Borrower shall promptly appoint a successor Collateral Agent from among meeting the remaining Secured Parties. Upon appointment (whether effected requirements of Section 7.7 not objected to by the Required Secured Parties or the retiring Collateral Agent on behalf Administrative Agent, within 30 days after prior written notice, by written instrument, one counterpart of which instrument shall be delivered to each of the Secured Parties)Borrower, the Servicer, each Lender, the Administrative Agent, the successor Collateral Agent shall succeed to the rights, powers and duties of the Collateral Agent, and the term "predecessor Collateral Agent" shall mean such successor Diamond - Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Servicing Agreement or any holder of the Debentures. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of Section 12.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.#39303843

Resignation or Removal of Collateral Agent. (a) The Collateral Agent may resign as Collateral Agent effective ten (10) Business Days after at any time by giving at least 60 days’ notice thereof to the Secured Parties for (such resignation to take effect upon the acceptance by a successor Collateral Agent of any reason, and appointment as the Collateral Agent hereunder). The Collateral Agent may be removed at any time with or without cause by written notice received by the unanimous election Collateral Agent from the Required Secured Parties, such removal to be effective on the date specified by the Required Secured Parties. In the event of all any such resignation or removal of the Secured Parties (other than the Secured Party that is also the Collateral Agent) for any reason. If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreement, the Required Secured Parties shall thereupon have the right to appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to the CompanyAgent. If, however, in the case of resignation by the Collateral Agent, If no successor Collateral Agent shall have been appointed by the time Required Secured Parties and accepted such resignation becomes effectiveappointment within 45 days after the notice of the intent of the Collateral Agent to resign or the notice of removal, as the case may be, then the retiring or removed Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent. If the Collateral Agent from among the remaining Secured Parties. Upon appointment (whether effected by has resigned or been removed and no successor Collateral Agent has been appointed, the Required Secured Parties or may perform all the retiring duties of the Collateral Agent on behalf hereunder and the Grantors shall make all payments in respect of the Secured Obligations to the applicable Secured Party and for all other purposes shall deal directly with the Secured Parties). Any successor Collateral Agent appointed pursuant to this §2.9 shall be a commercial bank or other financial institution organized under the laws of the United States of America or any state thereof having (1) a combined capital and surplus of at least $500,000,000 and (2) a rating upon its long-term senior unsecured indebtedness of “A” or better by Xxxxx’x Investors Service, Inc. or “A” or better by Standard & Poor’s Ratings Services. (b) Upon the acceptance by a successor Collateral Agent of any appointment as the Collateral Agent hereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring or removed Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as . The retiring Collateral Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations hereunder upon the part of such former Collateral Agent or any appointment of the parties to this Agreement or any holder of the Debenturessuccessor Collateral Agent. After any retiring Collateral Agent's ’s resignation or removal hereunder as the Collateral Agent, the provisions of Section 12.11 this §2.9 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent under this AgreementAgent.

Resignation or Removal of Collateral Agent. The Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign as Collateral Agent effective ten (10) Business Days after at any time by giving notice thereof to the Secured Parties for any reason, each Noteholder and the Collateral Company. Upon any such resignation, a successor Xxxxxxxxxx Agent may be removed at appointed by the unanimous election Required Holders and, so long as no Event of all Default has occurred and is continuing, subject to the approval of the Secured Parties Company (other than which approval by the Secured Party that is also the Collateral Agent) for any reasonCompany should not be unreasonably withheld, conditioned or delayed). If the Collateral Agent shall resign or be removed as Collateral Agent under this Agreement, the Required Secured Parties shall appoint from among the Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to the Company. If, however, in the case of resignation by the Collateral Agent, no successor Collateral Agent shall have been appointed by as aforesaid and shall have accepted such appointment within 30 days after the time such resignation becomes effectiveretiring Collateral Agent’s giving of notice of resignation, then the retiring Collateral Agent may, on behalf of the Secured PartiesNoteholders, appoint a successor Collateral Agent which shall be a depository institution with capital and surplus greater than $250,000,000 and which shall be qualified to perform its duties hereunder and under the Security Documents and which, so long as no Event of Default has occurred and is continuing, shall be reasonably satisfactory to the Company (not to be unreasonably withheld, conditioned or delayed). If the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered pursuant to, and in accordance with the terms and conditions of, this Agreement (other than where such nonperformance is beyond the control of the Collateral Agent or where such performance would entail a violation of applicable law or conflict with the provisions of this Agreement or any Financing Document), and such failure continues for a period of 15 days from among the remaining Secured Partiesdate of receipt of said written instructions, the Collateral Agent may be removed by any Noteholder directing the action which the Collateral Agent failed or refused to take. Upon appointment Any such Noteholder shall also have the right to appoint a successor Collateral Agent with the consent of the other Noteholders (whether effected other than the Noteholder so removed as Collateral Agent) and, so long as no Event of Default has occurred and is continuing, the approval of the Company (which approval by the Required Secured Parties Company should not be unreasonably withheld, conditioned or the retiring Collateral Agent on behalf of the Secured Partiesdelayed), the and if no successor Collateral Agent shall succeed to have been so appointed and shall have accepted such appointment within five Business Days after removal, then any Noteholder which directed the rights, powers and duties of action which the Collateral AgentAgent failed or refused to take may, and the term "Collateral Agent" shall mean such on behalf of Noteholders, appoint a successor Collateral Agent, effective upon its appointment, and the former Collateral Agent's rights, powers and duties as Collateral Agent which shall be terminateda depository institution with capital and surplus greater than $250,000,000 and which shall be qualified to perform its duties hereunder and under the Security Documents and which, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Debentures. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of Section 12.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.so long