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

Resignation or Removal of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, Collateral Agent may resign at any time by giving notice thereof to Administrative Agent and the Banks, and Collateral Agent may be removed at any time with or without cause by the Required Banks. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Collateral Agent, which Collateral Agent shall be reasonably acceptable to Borrower. If no successor Collateral Agent shall have been appointed by the Required Banks and shall have accepted such 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 Banks, appoint a successor Collateral Agent, which shall be a Bank under this Agreement and which shall be reasonably acceptable to Borrower. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Section VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent.

Resignation or Removal of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, The Collateral Agent may resign at any time by as Collateral Agent effective ten (10) Business Days after giving notice thereof to Administrative Agent the Secured Parties for any reason, and the Banks, and 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 time with reason. If the Collateral Agent shall resign or without cause by the Required Banks. Upon any such resignation or removalbe removed as Collateral Agent under this Agreement, the Required Banks Secured Parties shall have appoint from among the right to appoint Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral AgentAgent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to Borrowerthe Company. If If, however, in the case of resignation by the Collateral Agent, no successor Collateral Agent shall have been appointed by the Required Banks and shall have accepted time such appointment within thirty (30) days after resignation becomes effective, then 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 BanksSecured Parties, appoint a successor Collateral Agent, which shall be a Bank under this Agreement and which shall be reasonably acceptable to BorrowerAgent from among the remaining Secured Parties. Upon appointment (whether effected by the acceptance of any appointment as Required Secured Parties or the retiring Collateral Agent hereunder by a successor Collateral Agenton behalf of the Secured Parties), such the successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Collateral Agent, and the retiring 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 discharged from its duties and obligations hereunderterminated, 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 this Section VII 12.11 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as Collateral AgentAgent under this Agreement.

Resignation or Removal of Collateral Agent. Subject (a) Should all of the Loan Obligations (other than contingent Loan Obligations with respect to the appointment which no claim has been made) be fully and acceptance of indefeasibly paid or satisfied at a successor Collateral Agent as provided belowpoint 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, Collateral Agent Amegy may resign at any time by giving notice thereof to Administrative Agent and the Banks, and Collateral Agent may be removed at any time with or without cause by the Required Banks. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Collateral Agent, which Collateral Agent shall be reasonably acceptable to Borrower. If no successor Collateral Agent shall have been appointed by the Required Banks and shall have accepted such 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 Banks, appoint a successor Collateral Agent, which shall be a Bank under this Agreement and which shall be reasonably acceptable to Borrower. Upon the acceptance of any appointment as Collateral Agent hereunder by providing to each Approved Hedge Counterparty and Borrower written notice of such resignation no less than 30 days prior to the effective date of such resignation set forth in such written notice. Upon such resignation by Collateral Agent, 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 AgentAgent designated by Approved Hedge Counterparties and, so long as no Potential Event of Default, Event of Default or Termination Event (as each such successor 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 prepared at the expense of Borrower, provided that such expense is documented and reasonable. Following such resignation by Collateral Agent and execution and delivery of such assignments, Collateral Agent shall thereupon succeed have no further duties, responsibilities or liabilities under this Agreement, but shall remain entitled to and become vested with all the rights, powers, privileges and duties benefit of the retiring Collateral Agent, and the retiring indemnification of Collateral Agent shall be discharged from its duties provided in this Agreement and obligations hereunder. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agentto reimbursement, the in accordance with applicable provisions of this Section VII shall continue Agreement, of expenses incurred in effect for its benefit in respect the discharge of any actions taken or omitted the duties of Collateral Agent prior to be taken by it while it was acting as Collateral Agentthe effective date of such resignation.

Resignation or Removal of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, The Collateral Agent may resign at any time by as Collateral Agent effective ten (10) business days after giving notice thereof to Administrative Agent the Secured Parties for any reason, and the Banks, and 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 time with reason. If the Collateral Agent shall resign or without cause by the Required Banks. Upon any such resignation or removalbe removed as Collateral Agent under this Agreement, the Required Banks Secured Parties shall have appoint from among the right to appoint Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral AgentAgent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to Borrowerthe Company. If If, however, in the case of resignation by the Collateral Agent, no successor Collateral Agent shall have been appointed by the Required Banks and shall have accepted time such appointment within thirty (30) days after resignation becomes effective, then 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 BanksSecured Parties, appoint a successor Collateral Agent, which shall be a Bank under this Agreement and which shall be reasonably acceptable to BorrowerAgent from among the remaining Secured Parties. Upon appointment (whether effected by the acceptance of any appointment as Required Secured Parties or the retiring Collateral Agent hereunder by a successor Collateral Agenton behalf of the Secured Parties), such the successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Collateral Agent, and the retiring 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 discharged from its duties and obligations hereunderterminated, 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 Notes. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Section VII 12.11 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as Collateral AgentAgent under this Agreement.

Resignation or Removal of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving thirty (30) days’ written notice thereof to Administrative Agent and the Banks, and each party hereof. The Collateral Agent may be removed at any time with or without cause by the Required BanksAdministrative Agent. Upon any such Notwithstanding anything to the contrary, no resignation or removalremoval of the Collateral Agent shall be effective until: (i) a successor Collateral Agent is appointed in accordance with this Section 12.07, (ii) the resigning or 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 successor Collateral Agent has executed and delivered an agreement to be bound by the terms hereof and perform all duties required of the Collateral Agent hereunder and under the other Loan Documents and a copy of such agreement has been delivered to the Administrative Agent, Collateral Agent and (if no Event of Default has occurred and is continuing) Borrower. Within thirty (30) days of receipt of a written notice of any resignation or removal of the Collateral Agent, the Required Banks Administrative Agent and, if no Default or Event of Default is then continuing, Borrower shall have the right to appoint a successor Collateral Agent, which Collateral Agent shall be reasonably acceptable to Borrower. If no successor Collateral Agent (x) shall have been appointed by the Required Banks Administrative Agent and, if applicable, Borrower and (y) shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent's ’s giving of notice of resignation or the Required Banks' removal of the retiring Collateral Agent, then Administrative the retiring Collateral Agent may, on behalf may apply to a court of the Banks, competent jurisdiction to appoint a successor Collateral Agent, which shall be a Bank under this Agreement and which shall be reasonably acceptable to Borrowerfederally 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 as Collateral Agent hereunder by a the successor Collateral Agent, (a) such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and (b) the retiring Collateral Agent shall promptly transfer all monies and other property within its possession or control to the possession or control of the successor Collateral Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral 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 this Section VII Article 12 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent. Any corporation into which the Collateral Agent may 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. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, The Collateral Agent may resign at any time by giving time, upon thirty (30) days' prior written notice thereof to Administrative Agent FGFC Holdings and the BanksEMB, and Collateral Agent may be removed at any time with or without cause by the Required Banksmutual consent of FGFC Holdings and EMB, upon at least thirty (30) days' prior notice to the Collateral Agent. Upon any such Prior to the effective date of the resignation or removalremoval of the Collateral Agent, the Required Banks shall have the right to appoint a or any successor Collateral Agent, which FGFC Holdings and EMB shall appoint a successor collateral agent to hold the Collateral Shares then held by the Collateral Agent, and any such successor collateral agent shall execute and deliver to the predecessor collateral agent and to FGFC Holdings and EMB an instrument accepting such appointment, and thereupon such successor collateral agent shall, without further act, become vested with all the rights and powers of the predecessor collateral agent as if originally named in this Collateral Agreement, and shall thereafter become subject to the duties of the predecessor collateral agent. If FGFC Holdings and EMB are unable to agree on a successor collateral agent by the effective date of the resignation or removal of the Collateral Agent, or any successor collateral agent, the Collateral Shares then held by the Collateral Agent or such successor collateral agent shall be deposited with a party that shall be selected by EMB provided that EMB shall provide a written opinion of its legal counsel (who shall be reasonably acceptable to Borrower. If no successor Collateral Agent shall have been appointed by FGFC Holdings) that the Required Banks and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent's giving of notice of resignation or the Required Banks' removal holding of the retiring Collateral Agent, then Administrative Agent may, on behalf of Shares by such party shall permit FGFC Holdings to obtain and maintain a valid perfected first lien position in the Banks, appoint a successor Collateral Agent, which shall be a Bank under this Agreement and which shall be reasonably acceptable to Borrower. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Section VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral AgentShares.

Resignation or Removal of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving at least 30 days' written notice thereof to Administrative the Trade Creditors and each Company, such resignation to be effective upon the acceptance of the position of Collateral Agent and the Banks, and by a successor Collateral Agent. The Collateral Agent may be removed at any time with or without cause by written notice from the Required BanksTrade Creditors (measured for all Companies combined), and shall be so removed at any time the Collateral Agent ceases to be the Secured Party under the Security Agreement. Upon any such resignation or removal, the Required Banks Trade Creditors (measured for all Companies combined) shall have the right to appoint a successor Collateral Agent, Agent which Collateral Agent shall be a bank or trust company selected by the Required Trade Creditors (measured for all Companies combined) and, so long as no Default shall have occurred and be continuing, reasonably acceptable to Borrowerthe Companies, 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 no If, within 90 days of notice of resignation of the Collateral Agent, a successor Collateral Agent shall not have been appointed by appointed, the Required Banks and shall have accepted such Collateral Agent may petition a court of competent jurisdiction for the 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 Banks, appoint a successor Collateral Agent, which shall be a Bank under this Agreement and which shall be reasonably acceptable to Borrower. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning or removed Collateral Agent, and the retiring resigning or removed Collateral Agent shall be discharged 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 VII 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. Any successor Collateral Agent shall also be appointed as successor Secured Party under the Security Agreement.

Resignation or Removal of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to Administrative Agent the Lenders and the BanksBorrower, and the Collateral Agent may be removed at any time with or without cause by the Required BanksMajority Lenders. Upon any such resignation or removal, the Required Banks Majority Lenders shall have the right to appoint a successor Collateral Agent, which Collateral Agent shall be reasonably acceptable to Borrower. If no successor Collateral Agent shall have been so appointed by the Required Banks Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent's giving of notice of resignation or the Required BanksMajority Lenders' removal of the retiring Collateral Agent, then Administrative the retiring Collateral Agent may, on behalf of the BanksLenders, appoint a successor Collateral Agent, which shall be a Bank under this Agreement and which shall be reasonably acceptable to Borrower. Upon the acceptance of any such appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Article XI and Section VII 12.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent.

Resignation or Removal of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, The Collateral Agent may resign (or be removed by the Required Purchasers) as Collateral Agent at any time by giving thirty (30) days advance notice thereof to Administrative Agent the Purchasers and the BanksIssuer and, and thereafter, the retiring or removed Collateral Agent may shall be removed at any time with or without cause by the Required Banksdischarged from its duties and obligations hereunder. Upon any such resignation or removal, the Required Banks Purchasers shall have the right right, subject to the approval of the Issuer (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), to appoint a successor Collateral Agent, which Collateral Agent shall be reasonably acceptable to Borrower. If no successor Collateral Agent shall have been so appointed by the Required Banks Purchasers, been approved (so long as no Event of Default has occurred and shall is continuing) by the Issuer or have accepted such appointment within thirty (30) days after the retiring Collateral Agent's ’s giving of notice of resignation or the Required Banks' removal Purchasers’ giving of the retiring Collateral Agentnotice of removal, as applicable, then Administrative the Collateral Agent may, on behalf of the BanksPurchasers, appoint a successor Collateral Agent, which shall be a Bank under this Agreement and which shall be Agent reasonably acceptable to Borrowerthe Issuer (so long as no Default or Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent's ’s resignation or removal hereunder as Collateral Agent, the provisions of this Section VII 11.06 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent. If no successor has accepted appointment as Collateral Agent by 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. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, The Collateral Agent may resign at any time by as Collateral Agent effective ten (10) business days after giving notice thereof to Administrative Agent the Secured Parties for any reason, and the Banks, and 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 time with reason. If the Collateral Agent shall resign or without cause by the Required Banks. Upon any such resignation or removalbe removed as Collateral Agent under this Agreement, the Required Banks Secured Parties shall have appoint from among the right to appoint Secured Parties (other than the Secured Party that has resigned or was removed) a successor Collateral AgentAgent for the Secured Parties, which successor Collateral Agent shall be reasonably acceptable to Borrowerthe Company. If If, however, in the case of resignation by the Collateral Agent, no successor Collateral Agent shall have been appointed by the Required Banks and shall have accepted time such appointment within thirty (30) days after resignation becomes effective, then 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 BanksSecured Parties, appoint a successor Collateral Agent, which shall be a Bank under this Agreement and which shall be reasonably acceptable to BorrowerAgent from among the remaining Secured Parties. Upon appointment (whether effected by the acceptance of any appointment as Required Secured Parties or the retiring Collateral Agent hereunder by a successor Collateral Agenton behalf of the Secured Parties), such the successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Collateral Agent, and the retiring 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 discharged from its duties and obligations hereunderterminated, 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 2005 Notes. After any retiring Collateral Agent's ’s resignation or removal hereunder as Collateral Agent, the provisions of this Section VII 12.11 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as Collateral AgentAgent under this Agreement.

Resignation or Removal of Collateral Agent. (a) Subject to the appointment and acceptance of a successor Collateral Agent as provided belowin this Section 11.8, the Collateral Agent may resign at any time as Collateral Agent 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 Administrative Agent the Holders and the BanksCompany, and the Collateral Agent may be removed at any time with or without cause by the vote of the Required BanksHolders. Upon any such resignation or removal, the Required Banks Holders shall have the right to appoint a successor Collateral Agent, which Collateral Agent shall be reasonably acceptable to Borrower. If no successor Collateral Agent shall have been appointed by the Required Banks Holders and shall have accepted such appointment within thirty (30) days after prior to the retiring Collateral Agent's giving scheduled effective date of notice of the resignation or the Required Banks' removal of the retiring Collateral Agent, then Administrative the retiring Collateral Agent may, on behalf of the Banks, Holders appoint a successor Collateral Agent, which shall be a Bank under this Agreement and which shall be Holder acceptable to the Required Holders or a bank or trust company reasonably acceptable to Borrowerthe Required Holders. Upon the acceptance of any appointment as If no successor Collateral Agent hereunder 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 successor determination shall be binding upon all the parties hereto and shall not be appealable. The Holders agree to pay or reimburse the Collateral Agent shall thereupon succeed for all fees, charges and expenses, including attorneys' fees, relating to and become vested with all or incurred by the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After in connection with any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Section VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agentsuch court proceedings.

Resignation or Removal of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to Administrative Agent the Repo Purchaser, the Note A Indenture Trustee, the Note B Indenture Trustee and CMI. In addition, the Banks, and Collateral Agent may be removed at any time with or without cause by notice to the Required BanksCollateral Agent by the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee acting together. Upon any such resignation or removal, the Required Banks Repo Purchaser shall have the right to appoint a successor Collateral AgentAgent reasonably satisfactory to the Note A Indenture Trustee, which Collateral Agent shall be reasonably acceptable to Borrowerthe Note B Indenture Trustee and CMI. If no such successor Collateral Agent shall have been so appointed by the Required Banks and or, having been so designated, shall not have accepted such appointment appointment, within thirty (30) thirty days after the retiring Collateral Agent's giving of notice of the resignation or the Required Banks' removal of the retiring Collateral Agent, then Administrative the retiring or removed Collateral Agent may, on behalf of the BanksRepo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee, appoint a successor Collateral Agent, Agent which shall be a Bank under this Agreement bank or trust company with an office in New York City, Borough of Manhattan, having a combined capital and which shall surplus of at least $500,000,000 (if any such institution be reasonably acceptable willing to Borrowerserve as collateral agent hereunder). Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent, and the retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderhereunder (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). After any retiring or removed Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Section VII hereof shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent.

Resignation or Removal of Collateral Agent. Subject to the appointment ------------------------------------------ and acceptance of a successor Collateral Agent as provided below, Collateral Agent may resign at any time by giving notice thereof to Administrative Agent the Holders, SGC and the BanksCompany, and Collateral Agent may be removed at any time with or without cause by the Required BanksRequisite Holders. Upon any such resignation or removal, the Required Banks Requisite Holders shall have the right to appoint a successor Collateral Agent, which Collateral Agent shall be reasonably acceptable to Borrower. If no successor Collateral Agent shall have been so appointed by the Required Banks Requisite Holders and shall have accepted such appointment within thirty (30) 30 days after the retiring Collateral Agent's giving of notice of resignation or the Required BanksRequisite Holders' removal of the retiring Collateral Agent, then Administrative the retiring Collateral Agent may, on behalf of the BanksHolders, appoint a successor Collateral Agent, which shall be a Bank under this Agreement financial institution with a combined capital and which shall be reasonably acceptable to Borrowersurplus of at least $500,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. Upon the acceptance of any appointment as Collateral Agent, the retiring or 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 appropriate in connection with the performance of the duties of the successor 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 this Section VII paragraph shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent.

Resignation or Removal of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving written notice thereof to Administrative Agent Lenders and Borrower and the Banks, and Collateral Agent may be removed at any time with or without cause by the Required Banksany number of Lenders whose Total Commitment Percentages total at least fifty-one percent (51%). Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Collateral Agent, which Collateral Agent shall be reasonably acceptable to Borrower. If no successor Collateral Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent's giving of notice of resignation or the Required BanksLenders' removal of the retiring Collateral Agent, then Administrative the retiring Collateral Agent may, on behalf of the BanksLenders, appoint a successor Collateral Agent, which shall be a Bank under this Agreement and which shall be Agent reasonably acceptable to Borrower. Upon the acceptance by any Person of any appointment as successor Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Section VII 12 shall continue in effect for its benefit in with respect of to any actions taken or omitted to be taken by it while it was acting as Collateral Agent.

Resignation or Removal of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving at least thirty (30) days prior notice thereof to Administrative Agent the Purchasers and the Banks, Issuers and the Collateral Agent may be removed at any time with or without cause by the Required BanksMajority Purchasers. Upon any such resignation or removal, the Required Banks Majority Purchasers shall have the right to appoint a successor Collateral Agentsuccessor, with the prior written consent of the Issuers (which Collateral Agent consent shall not be reasonably acceptable to Borrowerunreasonably withheld or delayed) if at the time of such appointment no Default shall have occurred and be continuing. If no successor Collateral Agent shall have been so appointed by the Required Banks Majority Purchasers and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent's giving of ’s notice of resignation or the Required Banks' removal of the retiring Collateral AgentAgent by the Majority Purchasers, then Administrative the retiring Collateral Agent may, on behalf of the BanksPurchasers, appoint a successor Collateral Agent, which shall be a Bank under this Agreement and which shall be reasonably acceptable to Borrower. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent's ’s resignation or removal hereunder as Collateral Agent, the provisions of this Section VII Sections 9.1(a) through 9.1(j), inclusive, hereof shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral AgentAgent hereunder.

Resignation or Removal of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to Administrative Agent each Lender and the Banks, and Collateral Agent may be removed at any time with or without cause by removed, upon thirty days' prior written notice of such removal from the Required BanksLenders. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Collateral Agent, which Collateral Agent shall may be reasonably acceptable to Borrowerappointed by the Required Lenders. If no successor Collateral Agent shall have been appointed by the Required Banks as aforesaid and shall have accepted such appointment within thirty (30) 30 days after the retiring Collateral Agent's giving of notice of resignation or the Required Banks' removal having received notice of removal, then the retiring Collateral Agent, then Administrative Agent may, on behalf of the BanksLenders, appoint a successor Collateral Agent, Agent which shall be a Bank under this Agreement depository institution with capital and surplus greater than $500,000,000 and which shall be reasonably acceptable qualified to Borrowerperform 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, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement or any Security Document, except to the extent 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 this Section VII Sections 5.07 and 5.08 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent, (b) any Collateral held in possession of the retiring Collateral Agent shall 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. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to Administrative Agent each Lender and the Banks, and Collateral Agent may be removed at any time with or without cause by removed, upon thirty days’ prior written notice of such removal from the Required BanksLenders. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Collateral Agent, which Collateral Agent shall may be reasonably acceptable to Borrowerappointed by the Required Lenders. If no successor Collateral Agent shall have been appointed by the Required Banks as aforesaid and shall have accepted such appointment within thirty (30) 30 days after the retiring Collateral Agent's ’s giving of notice of resignation or the Required Banks' removal having received notice of removal, then the retiring Collateral Agent, then Administrative Agent may, on behalf of the BanksLenders, appoint a successor Collateral Agent, Agent which shall be a Bank under this Agreement depository institution with capital and surplus greater than $500,000,000 and which shall be reasonably acceptable qualified to Borrowerperform 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, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement or any Security Document, except to the extent 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 this Section VII Sections 5.7 and 5.8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent, (b) any Collateral held in possession of the retiring Collateral Agent shall 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. Subject The Collateral Agent may, by written notice to the appointment Beneficiaries, at any time resign its agency under this Agreement. The Majority Lenders may remove the Collateral Agent by written notice to the Collateral Agent. No such resignation or removal shall become effective unless and acceptance of until a successor Collateral Agent as provided belowunder this Agreement is appointed and has accepted the appointment, such successor Collateral Agent may resign at any time by giving notice thereof to Administrative Agent and the Banks, and Collateral Agent may be removed at any time with or without cause appointed by the Required Banks. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Collateral Agent, which Collateral Agent shall Majority Lenders and be reasonably acceptable to Borrower. If LaSalle; provided, however, that if no successor Collateral Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent's giving of notice of resignation or after notice to the Required Banks' removal retiring Collateral Agent of the retiring Collateral Agent's removal, as the case may be, then Administrative the retiring Collateral Agent maymay apply to any court of competent jurisdiction, on behalf at the expense of the BanksBeneficiaries, to appoint a successor Collateral Agent, which Agent to act until such time as a successor shall be a Bank under this Agreement and which shall be reasonably acceptable to Borrowerhave been appointed by the Majority Lenders. Upon receipt by the predecessor Collateral Agent of any fees, expenses, or costs due it hereunder and the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, and duties of the retiring Collateral Agent, and the retiring referring Collateral Agent shall be discharged from its any further duties and obligations hereunderunder 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. 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 Collateral Agent shall be deemed to refer to the principal office of this Section VII shall continue in effect for its benefit in respect the successor Collateral Agent or such other office of any actions taken or omitted the successor Collateral Agent as it may specify to be taken by it while it was acting as Collateral Agenteach party hereto.

Resignation or Removal of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving at least 30 days' written notice thereof to Administrative Agent the Trade Creditors and the BanksCompany, 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 Required BanksTrade Creditors, and shall be so removed at any time the Collateral Agent ceases to be the Secured Party under the Security Agreement. Upon any such resignation or removal, the Required Banks Trade Creditors shall have the right to appoint a successor Collateral Agent, Agent which 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 Borrowerthe 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 no If, within 90 days of notice of resignation of the Collateral Agent, a successor Collateral Agent shall not have been appointed by appointed, the Required Banks and shall have accepted such Collateral Agent may petition a court of competent jurisdiction for the 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 Banks, appoint a successor Collateral Agent, which shall be a Bank under this Agreement and which shall be reasonably acceptable to Borrower. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning or removed Collateral Agent, and the retiring resigning or removed Collateral Agent shall be discharged 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 VII 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. Any successor Collateral Agent shall also be appointed as successor Secured Party under the Security Agreement.