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

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) the Collateral Agent may resign at any time by giving thirty days’ prior written notice thereof to each Representative; and (b) the Collateral Agent may be removed by the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreement, such removal to be effective upon thirty days’ prior written notice of such removal. Upon any such resignation or removal, a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral Documents. If no successor Collateral Agent shall have been appointed as aforesaid and shall have accepted such appointment within thirty days after the retiring Collateral Agent’s giving of notice of resignation or having received notice of removal, then any Lender or the Collateral Agent (unless the Collateral Agent is being removed) may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting the qualifications specified above. The Lenders hereby consent to such petition and appointment so long as such criteria are met. Upon the acceptance of any appointment as the 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 under this Agreement or any Collateral 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 the Collateral Agent: (a) the provisions of 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 the 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 Secured Parties.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) the The Collateral Agent may resign at any time by giving thirty at least 60 days’ prior written notice thereof to each Representative; the Secured Party and (b) the Collateral Agent Company and may be removed at any time by the Required Lenders if Secured Party and the Company acting together, with any such resignation or removal to become effective upon the appointment of a successor Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with as otherwise provided by this Agreement, such removal to be effective upon thirty days’ prior written notice of such removalSection 6.04. Upon any such resignation or removal, (a) the Secured Party will have the right to appoint a successor Collateral Agent Agent, and (b) unless an Acceleration Event shall have occurred and be continuing, the Company shall have the right to approve such appointed by the Required Lenders; provided that such successor Collateral Agent shall Agent, such approval not to be (i) a bank unreasonably withheld or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral Documentsdelayed. If no successor Collateral Agent shall will have been so appointed as aforesaid by the Secured Party and shall will have accepted such its appointment within thirty 45 days after the resignation or removal of the retiring Collateral Agent’s giving of notice of resignation or having received notice of removal, then any Lender the retiring Collateral Agent, the Company or the Collateral Agent (unless Secured Party may, at the Collateral Agent is being removed) may expense of the Company, petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting the qualifications specified above. The Lenders hereby consent to such petition and appointment so long as such criteria are met. Upon the acceptance of any its appointment as the Collateral Agent hereunder by a successor Collateral Agent, such the successor Collateral Agent shall will thereupon succeed to and become be vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall will be discharged from its duties and obligations under this Agreement or any Collateral Document, except to the extent for acts or omissions prior to the resignation or removalAgreement. After any retiring Collateral Agent’s resignation or removal hereunder as the Collateral Agent: (a) removal, the provisions of Sections 5.07 and 5.08 shall continue in effect for this Agreement will inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, (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 Secured Parties.

Resignation or Removal of the Collateral Agent. Subject The Collateral Agent may at any time, by giving written notice to the Company and Holders, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment and acceptance of a successor Collateral Agent as provided below: and (aii) the acceptance of such appointment by such successor Collateral Agent. The Holders of a majority in principal amount of the then outstanding Notes may remove the Collateral Agent by so notifying the Collateral Agent and the Company in writing. The Company may remove the Collateral Agent if: (i) the Collateral Agent may resign at any time by giving thirty days’ prior written notice thereof fails to each Representative; and comply with the requirements set forth in Section 7.10 of the Indenture; (bii) the Collateral Agent may be removed by the Required Lenders if is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Collateral Agent under any Bankruptcy Law; (iii) a Custodian or public officer takes charge of the Collateral Agent or its property; or (iv) the Collateral Agent becomes incapable of acting. If the Collateral Agent resigns or is removed or if a vacancy exists in the office of Collateral Agent for any reason, the Company shall fail or refuse to perform or commence performing promptly appoint a successor Collateral Agent. At any act set forth time within one (1) year after the successor Collateral Agent takes office, the Holders of a majority in written instructions delivered to it pursuant to and in accordance with this Agreement, such removal to be effective upon thirty days’ prior written notice principal amount of such removal. Upon any such resignation or removal, the then outstanding Notes may appoint a successor Collateral Agent shall be to replace the successor Collateral Agent appointed by the Required Lenders; provided that such Company. If a successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral Documents. If no successor Collateral Agent shall have been appointed as aforesaid and shall have accepted such appointment does not take office within thirty 60 days after the retiring Collateral Agent’s giving of notice of Agent tenders its resignation or having received notice of removalis removed, then any Lender the retiring Collateral Agent, the Company, or the Collateral Agent (unless Holders of at least 10% in principal amount of the Collateral Agent is being removed) then outstanding Notes may petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shallIf the Collateral Agent, after written request by any Holder of a Note who has been a Holder of a Note for at least six (6) months (or such notice shorter period as it the Notes shall have been outstanding), fails to comply with the requirements set forth in Section 7.10 of the Indenture, such Holder of a Note may deem proper, appoint a successor Collateral Agent meeting petition any court of competent jurisdiction for the qualifications specified above. The Lenders hereby consent to such petition and appointment so long as such criteria are met. Upon the acceptance removal of any appointment as the Collateral Agent hereunder by and the appointment of 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 under this Agreement or any Collateral 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 the Collateral Agent: (a) the provisions of 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 the 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 Secured Parties.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) in accordance with this Section 4.04, the Collateral Agent may resign at any time as collateral agent by giving delivering not less than thirty days’ (30) days prior written notice thereof to each Representative; the Holders and (b) the Collateral Agent may be removed at any time with or without cause by the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreement, such removal to be effective upon thirty days’ prior written notice of such removalHolders. Upon any such resignation or removal, the Required Holders shall have the right to appoint a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral DocumentsAgent. If no successor Collateral Agent shall have been appointed as aforesaid by the Required Holders and shall have accepted such appointment within thirty sixty (60) days after the retiring Collateral Agent’s Agents giving of notice of resignation or having received notice the Required Holders removal of removalthe retiring Collateral Agent, then any Lender the retiring Collateral Agents resignation or removal shall nonetheless be effective, and the Required Holders shall assume and perform all duties of the Collateral Agent (unless until such time, if any, as the Collateral Agent Required Holders appoint a successor agent. Unless an Event of Default has occurred and is being removed) may petition a court of competent jurisdiction for the continuing, any succession or appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting or co-Collateral Agent pursuant to the qualifications specified above. The Lenders hereby provisions of this Section 4.04 shall require the prior written consent of the Company, such consent not to such petition and appointment so long as such criteria are metbe unreasonably withheld or delayed. Upon the earlier of (i) the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral AgentAgent and (ii) sixty (60) days after the retiring Collateral Agents giving of notice of resignation, such successor Collateral Agent or, if applicable, the Required Holders, 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 under this Agreement or any Collateral Document, except to the extent for acts or omissions prior to the resignation or removalhereunder. After any retiring Collateral Agent’s Agents resignation or removal hereunder as the Collateral Agent: (a) , the provisions of this Section IV and the provisions of Sections 5.07 1.5 and 5.08 1.6 of the Purchase Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, (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 Secured Parties.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) in accordance with this Section 4.04, the Collateral Agent may resign at any time as collateral agent by giving delivering not less than thirty days’ (30) days prior written notice thereof to each Representative; the Holders and (b) the Collateral Agent may be removed at any time with or without cause by the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreement, such removal to be effective upon thirty days’ prior written notice of such removalHolders. Upon any such resignation or removal, the Required Holders shall have the right to appoint a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral DocumentsAgent. If no successor Collateral Agent shall have been appointed as aforesaid by the Required Holders and shall have accepted such appointment within thirty sixty (60) days after the retiring Collateral Agent’s giving of notice of resignation or having received notice the Required Holders’ removal of removalthe retiring Collateral Agent, then any Lender the retiring Collateral Agent’s resignation or removal shall nonetheless be effective, and the Required Holders shall assume and perform all duties of the Collateral Agent (unless until such time, if any, as the Collateral Agent Required Holders appoint a successor agent. Unless an Event of Default has occurred and is being removed) may petition a court of competent jurisdiction for the continuing, any succession or appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting or co-Collateral Agent pursuant to the qualifications specified above. The Lenders hereby provisions of this Section 4.04 shall require the prior written consent of the Parent Issuer, such consent not to such petition and appointment so long as such criteria are metbe unreasonably withheld or delayed. Upon the earlier of (i) the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent and (ii) sixty (60) days after the retiring Collateral Agent’s giving of notice of resignation, such successor Collateral Agent or, if applicable, the Required Holders, 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 under this Agreement or any Collateral Document, except to the extent for acts or omissions prior to the resignation or removalhereunder. After any retiring Collateral Agent’s resignation or removal hereunder as the Collateral Agent: (a) , the provisions of this Section IV and the provisions of Sections 5.07 1.5 and 5.08 1.6 of the Purchase Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, (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 Secured Parties.

Resignation or Removal of the Collateral Agent. Subject Until such ---------------------------------------------- time as the Obligations shall have been paid in full, the Collateral Agent may at any time, by giving written notice to Pledgor, the Trustee (as defined in the Indenture) and the Holders of the Notes, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment and acceptance of a successor Collateral Agent and (ii) the acceptance of such appointment by such successor Collateral Agent. As promptly as provided below: practicable after the giving of any such notice, the Trustee (a) if the Trustee is not then acting as the Collateral Agent may resign at any time by giving thirty days’ prior written notice thereof to each Representative; hereunder), or if the Trustee and (b) the Collateral Agent may be removed by are the Required Lenders if same person or entity, the Holders of the Notes shall appoint a successor Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this AgreementAgent, such removal to be effective upon thirty days’ prior written notice of such removal. Upon any such resignation or removal, a which successor Collateral Agent shall be appointed by reasonably acceptable to the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral DocumentsPledgors. If no successor Collateral Agent shall have been be appointed as aforesaid and shall have accepted such appointment within thirty 90 days after the retiring Collateral Agent’s giving of Agent gives the aforesaid notice of resignation or having received notice of removalresignation, then any Lender or the Collateral Agent (unless the Collateral Agent is being removed) may petition a apply to any court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, to appoint a successor Collateral Agent meeting to act until such time, if any, as a successor shall have been appointed as provided in this Section. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the qualifications specified aboveHolders of the Notes, as provided in this Section. The Lenders hereby consent to such petition and appointment so long Simultaneously with its replacement as such criteria are met. Upon the acceptance of any appointment as Collateral Agent hereunder, the Collateral Agent hereunder so replaced shall deliver to its successor all documents, instruments, certificates and other items of whatever kind (including, without limitation, the certificates and instruments evidencing the Collateral and all instruments of transfer or assignment) held by a successor Collateral Agent, such successor it pursuant to the terms hereof. Any 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 that has resigned shall be discharged from its duties entitled to fees, costs and obligations under this Agreement or any Collateral Document, except expenses to the extent for acts incurred or omissions prior arising, or relating to the events occurring, before its resignation or removal. After any retiring Collateral Agent’s resignation or removal hereunder as the Collateral Agent: (a) the provisions of 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 the 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 Secured Parties.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) in accordance with this Section 4.04, the Collateral Agent may resign at any time as collateral agent by giving delivering not less than thirty days’ (30) days prior written notice thereof to each Representative; the Holders and (b) the Collateral Agent may be removed at any time with or without cause by the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreement, such removal to be effective upon thirty days’ prior written notice of such removalHolders. Upon any such resignation or removal, the Required Holders shall have the right to appoint a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral DocumentsAgent. If no successor Collateral Agent shall have been appointed as aforesaid by the Required Holders and shall have accepted such appointment within thirty sixty (60) days after the retiring Collateral Agent’s Agents giving of notice of resignation or having received notice the Required Holders removal of removalthe retiring Collateral Agent, then any Lender the retiring Collateral Agents resignation or removal shall nonetheless be effective, and the Required Holders shall assume and perform all duties of the Collateral Agent (unless until such time, if any, as the Collateral Agent Required Holders appoint a successor agent. Unless an Event of Default has occurred and is being removed) may petition a court of competent jurisdiction for the continuing, any succession or appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting or co-Collateral Agent pursuant to the qualifications specified above. The Lenders hereby provisions of this Section 4.04 shall require the prior written consent of the Parent Issuer, such consent not to such petition and appointment so long as such criteria are metbe unreasonably withheld or delayed. Upon the earlier of (i) the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral AgentAgent and (ii) sixty (60) days after the retiring Collateral Agents giving of notice of resignation, such successor Collateral Agent or, if applicable, the Required Holders, 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 under this Agreement or any Collateral Document, except to the extent for acts or omissions prior to the resignation or removalhereunder. After any retiring Collateral Agent’s Agents resignation or removal hereunder as the Collateral Agent: (a) , the provisions of this Section IV and the provisions of Sections 5.07 1.5 and 5.08 1.6 of the Purchase Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, (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 Secured Parties.

Resignation or Removal of the Collateral Agent. Subject The Collateral Agent may resign upon not less than 30 days’ prior written notice to the Company and each Secured Party Representative, and may be removed at any time with or without cause by the Requisite Secured Parties, with any such resignation or removal to become effective only upon the appointment and acceptance of a successor Collateral Agent as provided below: (a) the Collateral Agent may resign at any time by giving thirty days’ prior written notice thereof to each Representative; and (b) the Collateral Agent may be removed by the Required Lenders if under this Section 2.04. If the Collateral Agent shall fail resign or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to be removed, then the Requisite Secured Parties shall (and in accordance with this Agreement, if no such removal to be effective upon thirty days’ prior written notice successor shall have been appointed within 60 days of such removal. Upon any such the Collateral Agent’s resignation or removal, the Collateral Agent may) appoint a successor Collateral Agent collateral agent for the Secured Parties, which successor collateral agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having organized under the laws of the United States of America or a State thereof and that has a combined capital and surplus of at least $500,000,000250,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral Documents. If no successor Collateral Agent shall have been appointed as aforesaid and shall have accepted such appointment within thirty days after the retiring Collateral Agent’s giving of notice of resignation or having received notice of removal, then any Lender or the Collateral Agent (unless the Collateral Agent is being removed) may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting the qualifications specified above. The Lenders hereby consent to such petition and appointment so long as such criteria are met. Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, whereupon such successor Collateral Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring “Collateral Agent” and the term “Collateral Agent” shall mean such successor agent effective upon its appointment, and the retiring former Collateral Agent’s rights, powers and duties as Collateral Agent shall be discharged from terminated, without any other or further act or deed on the part of such former Collateral Agent (except that the resigning Collateral Agent shall deliver all Collateral then in its duties and obligations under this Agreement possession to the successor Collateral Agent) or any Collateral Document, except to of the extent for acts or omissions prior to the resignation or removalother Secured Parties. After any retiring Collateral Agent’s resignation or removal hereunder as the Collateral Agent: (a) hereunder, the provisions of Sections 5.07 and 5.08 this Agreement shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting the Collateral Agent. To induce a bank or trust company to accept its appointment as a successor Collateral Agent hereunder, the Company agrees to pay to such successor such agency and other fees as is consistent with market rates charged by successor Collateral Agents in similar circumstances. 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 all or substantially all the corporate trust business of the 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 Agent hereunder; provided such corporation shall be otherwise qualified and eligible under this Section 2.04, without the successor Collateral Agent for execution or filing of any paper or any further act on the benefit part of any of the Secured Partiesparties hereto.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) in accordance with this Section 4.05, the Collateral Agent may resign at any time as collateral agent by giving delivering not less than thirty days’ (30) days prior written notice thereof to each Representative; the Holders and (b) the Collateral Agent may be removed at any time with or without cause by the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreement, such removal to be effective upon thirty days’ prior written notice of such removalHolders. Upon any such resignation or removal, the Required Holders shall have the right to appoint a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral DocumentsAgent. If no successor Collateral Agent shall have been appointed as aforesaid by the Required Holders and shall have accepted such appointment within thirty sixty (60) days after the retiring Collateral Agent’s 's giving of notice of resignation or having received notice the Required Holders' removal of removalthe retiring Collateral Agent, then any Lender the retiring Collateral Agent's resignation or removal shall nonetheless be effective, and the Required Holders shall assume and perform all duties of the Collateral Agent (unless until such time, if any, as the Collateral Agent Required Holders appoint a successor agent. Unless an Event of Default has occurred and is being removed) may petition a court of competent jurisdiction for the continuing, any succession or appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting or co-Collateral Agent pursuant to the qualifications specified above. The Lenders hereby provisions of this Section 4.04 shall require the prior written consent of the Company, such consent not to such petition and appointment so long as such criteria are metbe unreasonably withheld or delayed. Upon the acceptance of any appointment as the 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 under this Agreement or any Collateral Document, except to the extent for acts or omissions prior to the resignation or removalhereunder. After any retiring Collateral Agent’s 's resignation or removal hereunder as the Collateral Agent: (a) , the provisions of Sections 5.07 this Section 4 and 5.08 the provisions of Section 1.5 of the Purchase Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, (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 Secured Parties.

Resignation or Removal of the Collateral Agent. Subject The Collateral Agent may, by written notice to the appointment Holders, at any time resign its agency under this Agreement. The Majority Holders 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 below: (a) under this Agreement is appointed and has accepted the Collateral Agent may resign at any time by giving thirty days’ prior written notice thereof to each Representative; and (b) the Collateral Agent may be removed by the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance appointment, with this Agreement, such removal to be effective upon thirty days’ prior written notice of such removal. Upon any such resignation or removal, a successor Collateral Agent shall to be appointed by the Required LendersMajority Holders; provided PROVIDED, HOWEVER, that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral Documents. If if no successor Collateral Agent shall have been so appointed as aforesaid and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent’s 's giving of notice of resignation or having received after notice to the retiring Collateral Agent of the retiring Collateral Agent's removal, as the case may be, then any Lender or the retiring Collateral Agent (unless the Collateral Agent is being removed) may petition a apply to any court of competent jurisdiction for jurisdiction, at the appointment expense of a successor Collateral Agent. Such court shallthe Company, after such notice as it may deem proper, to appoint a successor Collateral Agent meeting to act until such time as a successor shall have been appointed by the qualifications specified above. The Lenders hereby consent to such petition and appointment so long as such criteria are metHolders. Upon the acceptance of any appointment as the 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 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 and to deliver possession of any Collateral Document, except to in the extent for acts or omissions prior to the resignation or removal. After any retiring Collateral Agent’s resignation or removal hereunder as the Collateral Agent: (a) the provisions of 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 the Collateral Agent, (b) any Collateral held in possession of the such 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 such successor Collateral Agent for so long as all sums owing to the benefit of the Secured PartiesCollateral Agent have been paid pursuant to Section 2.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) the Collateral Agent may resign at any time by giving thirty days’ prior written notice thereof to each Representativethe Representatives; and (b) the Collateral Agent may be removed by the Required Lenders Holders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreement, such removal to be effective upon thirty days’ prior written notice of such removal. Upon any such resignation or removal, a successor Collateral Agent shall be appointed by the Required LendersHolders; provided provided, however, that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral Documents. If no successor Collateral Agent shall have been appointed as aforesaid and shall have accepted such appointment within thirty days after the retiring Collateral Agent’s giving of notice of resignation or having received notice of removal, then any Lender Representative or the Collateral Agent (unless the Collateral Agent is being removed) may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting the qualifications specified above. The Lenders Joined Secured Parties hereby consent to such petition and appointment so long as such criteria are met. Upon the acceptance of any appointment as the 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 under this Agreement or any Collateral 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 the Collateral Agent: (a) the provisions of Sections 5.07 5.7 and 5.08 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 the 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 Joined Secured Parties.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) the The Collateral Agent may resign at any time time, (i) by giving thirty 60 days’ ' prior written notice thereof to each Representative; the Secured Parties and (b) the Collateral Agent may Companies, resign and be removed by discharged of the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreementresponsibilities hereby created, such removal resignation to be become effective upon thirty days’ prior written notice of such removal. Upon any such resignation or removal, a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral Documents. If no successor Collateral Agent shall have been appointed as aforesaid and shall have accepted such appointment within thirty days after the retiring Collateral Agent’s giving of notice of resignation or having received notice of removal, then any Lender or the Collateral Agent (unless the Collateral Agent is being removed) may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting collateral agent or collateral agents by the qualifications specified above. The Lenders hereby consent to such petition Majority Holders and appointment so long as such criteria are met. Upon the acceptance of any such appointment by such successor collateral agent or collateral agents or (ii) be removed from its capacity as the Collateral Agent with or without cause by the Majority Holders. If no successor collateral agent or collateral agents shall be appointed and approved within 60 days from the date of the giving of the aforesaid notice of resignation or within 60 days from the date of such removal, the Collateral Agent (notwithstanding the termination of all of its other duties 48 48 and obligations hereunder by reason of such resignation or such removal) shall, or any Secured Party may, apply to any court of competent jurisdiction to appoint a successor Collateral Agent, collateral agent or collateral agents to act hereunder. Any successor collateral agent or collateral agents so appointed by such court shall immediately and without further act be superseded by any successor collateral agent or collateral agents appointed by the Majority Holders upon the acceptance of such appointment by such successor collateral agent or collateral agents. (b) If at any time the Collateral Agent shall thereupon succeed resign or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Agent by virtue of the removal of the Collateral Agent pursuant to clause (ii) of Section 8.5(a) or for any other cause, a successor collateral agent or collateral agents may be appointed by the Majority Holders, and the powers, duties, authority and title of the predecessor collateral agent or collateral agents shall be terminated and cancelled without procuring the resignation of such predecessor collateral agent or collateral agents, and without any other formality (except as may be required by applicable law). (c) The appointment and designation referred to in subsection 8.5(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor collateral agent or collateral agents, without any further act, deed or conveyance, all of the estate and title of its predecessor or their predecessors, and upon such filing for record the successor collateral agent or collateral agents shall become fully vested with all the estates, properties, rights, powers, privileges trusts, duties, authority and duties title of its predecessor or their predecessors; but such predecessor or predecessors shall, nevertheless, on the written request of the retiring Collateral AgentMajority Holders, the Companies or its or their successor collateral agent or collateral agents, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder. Each such predecessor or predecessors shall deliver all securities and moneys held by it or them to such successor collateral agent or collateral agents. 49 49 (d) Any required filing for record of the instrument appointing a successor collateral agent or collateral agents as hereinabove provided shall be at the expense of the Companies. The resignation of any collateral agent or collateral agents and the retiring Collateral Agent shall instrument or instruments removing any collateral agent or collateral agents, together with all other instruments, deeds and conveyances provided for in this Article 8 shall, if required by law, be discharged from its duties forthwith recorded, registered and obligations under filed by and at the expense of the Companies, wherever this Agreement or any Collateral Documentis recorded, 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 the Collateral Agent: (a) the provisions of Sections 5.07 registered 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 the 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 Secured Partiesfiled.

Resignation or Removal of the Collateral Agent. Subject The ---------------------------------------------- Collateral Agent may resign as Collateral Agent upon ninety (90) days' notice to the Beneficiaries and may be removed at any time with or without cause by the Required Beneficiaries, with any such resignation or removal to become effective only upon the appointment and acceptance of a successor Collateral Agent as provided below: (a) the Collateral Agent may resign at any time by giving thirty days’ prior written notice thereof to each Representative; and (b) the Collateral Agent may be removed by the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with under this Agreement, such removal to be effective upon thirty days’ prior written notice of such removal. Upon any such resignation or removal, a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral DocumentsSection 5.5. If no successor Collateral Agent shall have been so appointed as aforesaid and shall have accepted such appointment within thirty days after ninety (90) days, the retiring Collateral Agent’s giving of notice of resignation or having received notice of removal, then any Lender or the resigning Collateral Agent (unless the Collateral Agent is being removed) may petition a any court of competent jurisdiction for the appointment of a successor new Collateral Agent. Such court shallThe Company shall have the right to remove the Collateral Agent upon ninety (90) days' notice to the Beneficiaries with or without cause, after such notice as it may deem proper, appoint effective upon the appointment of a successor Collateral Agent meeting under this Section 5.5, which is reasonably acceptable to the qualifications specified aboveRequired Beneficiaries. The Lenders hereby consent to such petition and appointment so long as such criteria are met. Upon the acceptance of any appointment as If the Collateral Agent hereunder shall resign or be removed as Collateral Agent by the Required Beneficiaries or the Company, as applicable, then the Required Beneficiaries shall (and if no such successor shall have been appointed within ninety (90) days of the Collateral Agent's resignation or removal, the Collateral Agent may) appoint a successor Collateral Agentagent for the Beneficiaries, which successor agent shall be reasonably acceptable to the Company, whereupon such successor Collateral Agent 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 agent effective upon its appointment, and except as provided in Section 5.4 and Section 5.2(e) above, the former Collateral Agent's rights, powers and duties as Collateral Agent shall be discharged from terminated, without any other or further act or deed on the part of such former Collateral Agent (except that the resigning Collateral Agent shall deliver all Collateral then in its duties and obligations under this Agreement possession to the successor Collateral Agent) or any Collateral Document, except to of the extent for acts or omissions prior to the resignation or removalBeneficiaries. After any retiring Collateral Agent’s 's resignation or removal hereunder as the Collateral Agent: (a) , the provisions of Sections 5.07 and 5.08 this Agreement shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, (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 Secured Parties.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) in accordance with this Section 4.04, the Collateral Agent may resign at any time as collateral agent by giving delivering not less than thirty days’ (30) days prior written notice thereof to each Representative; the Holders and (b) the Collateral Agent may be removed at any time with or without cause by the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreement, such removal to be effective upon thirty days’ prior written notice of such removalHolders. Upon any such resignation or removal, the Required Holders shall have the right to appoint a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral DocumentsAgent. If no successor Collateral Agent shall have been appointed as aforesaid by the Required Holders and shall have accepted such appointment within thirty sixty (60) days after the retiring Collateral Agent’s giving of notice of resignation or having received notice the Required Holders’ removal of removalthe retiring Collateral Agent, then any Lender the retiring Collateral Agent’s resignation or removal shall nonetheless be effective, and the Required Holders shall assume and perform all duties of the Collateral Agent (unless until such time, if any, as the Collateral Agent Required Holders appoint a successor agent. Unless an Event of Default has occurred and is being removed) may petition a court of competent jurisdiction for the continuing, any succession or appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting or co-Collateral Agent pursuant to the qualifications specified above. The Lenders hereby provisions of this Section 4.04 shall require the prior written consent of the Parent Issuer, such consent not to such petition and appointment so long as such criteria are metbe unreasonably withheld or delayed. Upon the earlier of (i) the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent and (ii) sixty (60) days after the retiring Collateral Agent’s giving of notice of resignation, such successor Collateral Agent or, if applicable, the Required Holders, 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 under this Agreement or any Collateral Document, except to the extent for acts or omissions prior to the resignation or removalhereunder. After any retiring Collateral Agent’s resignation or removal hereunder as the Collateral Agent: (a) , the provisions of this Section IV and the provisions of Sections 5.07 1.5 and 5.08 1.6 of the Purchase Agreement shall SF1:728511 6 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, (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 Secured Parties.

Resignation or Removal of the Collateral Agent. Subject (a) The Collateral Agent may at any time, (i) by giving thirty (30) days' prior written notice to the other Secured Parties and the Grantors, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the appointment and acceptance of a successor Collateral Agent collateral agent or collateral agents by the Unanimous Secured Parties and the acceptance of such appointment by such successor collateral agent or collateral agents, or (ii) be removed from its capacity as provided below: (a) the Collateral Agent with or without cause by the Unanimous Secured Parties. If no successor collateral agent or collateral agents shall be appointed and approved within thirty (30) days from the date of the giving of the aforesaid notice of resignation or within thirty (30) days from the date of such removal, the Collateral Agent or any other Secured Party may resign apply to any court of competent jurisdiction to appoint a successor collateral agent or collateral agents to act hereunder or under the other Transaction Documents. Any successor collateral agent or collateral agents so appointed by such court shall immediately and without further act be superseded by any successor collateral agent or collateral agents appointed by the Unanimous Secured Parties upon the acceptance of such appointment by such successor collateral agent or collateral agents. (b) If at any time by giving thirty days’ prior written notice thereof to each Representative; and (b) the Collateral Agent may be removed by the Required Lenders if the Collateral Agent shall fail resign or refuse to perform otherwise become incapable of acting, or commence performing if at any act set forth time a vacancy shall occur in written instructions delivered to it the office of the Collateral Agent by virtue of the removal of the Collateral Agent pursuant to and in accordance with this Agreement, such removal to be effective upon thirty days’ prior written notice clause (ii) of such removal. Upon Section 19.3(a) or for any such resignation or removalother cause, a successor Collateral Agent collateral agent or collateral agents shall be appointed by the Required Lenders; provided that Unanimous Secured Parties, and the powers, duties, authority and title of the predecessor collateral agent or collateral agents shall be terminated and cancelled without procuring the resignation of such predecessor collateral agent or collateral agents, and without any other formality. (c) The appointment referred to in paragraph (b) above shall be full evidence of the right and authority to make the same, and this Security and Intercreditor Agreement shall vest in such successor Collateral Agent shall be (i) a bank collateral agent or trust company having a combined capital and surplus of at least $500,000,000collateral agents, subject to supervision without any further act, deed or examination by a Federal or state banking authority; and (ii) authorized under the laws conveyance, all of the jurisdiction estate and title of its incorporation predecessor or organization to assume their predecessors, and the functions of the Collateral Agent hereunder and under the Collateral Documents. If no successor Collateral Agent collateral agent or collateral agents shall have been appointed as aforesaid and shall have accepted such appointment within thirty days after the retiring Collateral Agent’s giving of notice of resignation or having received notice of removal, then any Lender or the Collateral Agent (unless the Collateral Agent is being removed) may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting the qualifications specified above. The Lenders hereby consent to such petition and appointment so long as such criteria are met. Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become fully vested with all the estates, properties, rights, powers, privileges duties, authority and duties title of its predecessor or their predecessors, but such predecessor or predecessors shall, nevertheless, on the written request of the retiring Unanimous Secured Parties, the Grantors or its or their successor collateral agent or collateral agents, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, duties, authority and title of such predecessor or predecessors hereunder. Each such predecessor or predecessors shall deliver all Collateral Agent, held by it or them to such successor collateral agent or collateral agents. (d) Any required filing for record of the instrument appointing a successor collateral agent or collateral agents as hereinabove provided shall be at the expense of the Grantors. The resignation of any collateral agent or collateral agents and the retiring Collateral Agent shall instrument or instruments removing any collateral agent or collateral agents, together with all other instruments, deeds and conveyances provided for in this Section 19.3 shall, if required by law, be discharged from its duties forthwith recorded, registered and obligations under this Agreement or any Collateral Document, except to filed by and at the extent for acts or omissions prior to the resignation or removal. After any retiring Collateral Agent’s resignation or removal hereunder as the Collateral Agent: (a) the provisions of 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 the Collateral Agent, (b) any Collateral held in possession expense of the retiring Collateral Agent shall be delivered to the successor Collateral AgentGrantors, wherever this Security 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 Secured PartiesIntercreditor Agreement is recorded, registered and filed.

Resignation or Removal of the Collateral Agent. Subject The ---------------------------------------------- Collateral Agent may resign as Collateral Agent upon ninety (90) days' notice to the Beneficiaries and may be removed at any time with or without cause by the Required Beneficiaries, with any such resignation or removal to become effective only upon the appointment and acceptance of a successor Collateral Agent as provided below: (a) the Collateral Agent may resign at any time by giving thirty days’ prior written notice thereof to each Representative; and (b) the Collateral Agent may be removed by the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with under this Agreement, such removal to be effective upon thirty days’ prior written notice of such removal. Upon any such resignation or removal, a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral DocumentsSection 5.5. If no successor Collateral Agent shall have been so appointed as aforesaid and shall have accepted such appointment within thirty days after ninety (90) days, the retiring Collateral Agent’s giving of notice of resignation or having received notice of removal, then any Lender or the resigning Collateral Agent (unless the Collateral Agent is being removed) may petition a any court of competent jurisdiction for the appointment of a successor new Collateral Agent. Such court shallThe Company shall have the right to remove the Collateral Agent upon ninety (90) days' notice to the Beneficiaries with or without cause, after such notice as it may deem proper, appoint effective upon the appointment of a successor Collateral Agent meeting under this Section 5.5, which is reasonably acceptable to the qualifications specified aboveRequired Beneficiaries. The Lenders hereby consent to such petition and appointment so long as such criteria are met. Upon the acceptance of any appointment as If the Collateral Agent hereunder shall resign or be removed as Collateral Agent by the Required Beneficiaries or the Company, as applicable, then the Required Beneficiaries shall (and if no such successor shall have been appointed within ninety (90) days of the Collateral Agent's resignation or removal, the Collateral Agent may) appoint a successor Collateral Agentagent for the Beneficiaries, which successor agent shall be reasonably acceptable to the Company, whereupon such successor Collateral Agent 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 agent effective upon its appointment, and except as provided in Section 5.4 above, the former Collateral Agent's rights, powers and duties as Collateral Agent shall be discharged from terminated, without any other or further act or deed on the part of such former Collateral Agent (except that the resigning Collateral Agent shall deliver all Collateral then in its duties and obligations under this Agreement possession to the successor Collateral Agent) or any Collateral Document, except to of the extent for acts or omissions prior to the resignation or removalBeneficiaries. After any retiring Collateral Agent’s 's resignation or removal hereunder as the Collateral Agent: (a) , the provisions of Sections 5.07 and 5.08 this Agreement shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, (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 Secured Parties.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) the The Collateral Agent may resign hereunder at any time by giving thirty (30) days’ prior written notice thereof to each Representative; Secured Party and (b) may be removed at any time with or without cause by an instrument in writing delivered to the Company and the Collateral Agent may be removed and signed by the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreement, Holders; provided no such removal to shall be effective upon thirty days’ prior written notice of such removal. Upon any such resignation or removal, until a successor Collateral Agent shall be appointed by have accepted appointment as set forth below. Upon any such notice of resignation or removal, the Required Lenders; provided that such Holders shall appoint a successor Collateral Agent. If an instrument of acceptance by a successor Collateral Agent shall be (i) not have been delivered to a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the removed Collateral Agent hereunder and under the Collateral Documents. If no successor within thirty (30) days after notice of removal has been given as set forth above, such removed Collateral Agent shall have been appointed as aforesaid and shall have accepted such appointment within thirty days after the retiring Collateral Agent’s giving of notice of resignation or having received notice of removal, then any Lender or the Collateral Agent (unless the Collateral Agent is being removed) may petition a any court of competent jurisdiction jurisdiction, at the sole cost and expense of the Company, for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting the qualifications specified above. The Lenders hereby consent to such petition and appointment so long as such criteria are met. Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, that successor shall thereupon establish such successor Collateral Agent accounts as are provided for in the Security Documents, shall take all actions as may be necessary or appropriate to perfect the security interest created under the Security Documents, and 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, upon the payment of its charges hereunder, promptly: (i) transfer to such successor agent all items of Collateral held by the retiring or removed Collateral Agent, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement; and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements delivered to the resigning or removed Collateral Agent, and take all such other actions at the expense and direction of the Company as may be reasonably necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created under the Security Documents, whereupon the retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement or any Collateral Document, except to the extent for acts or omissions prior to the resignation or removalAgreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent: (a) , the provisions of Sections 5.07 this Agreement shall survive and 5.08 shall continue in effect for and inure to its benefit in respect of as to any actions taken or omitted to be taken by it under this Agreement while it was acting as the Collateral AgentAgent hereunder, (b) any Collateral held in possession of the retiring Collateral Agent shall be delivered including but not limited 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 Secured PartiesSection 5(c).

Resignation or Removal of the Collateral Agent. Subject The Collateral Agent may resign as Collateral Agent upon thirty (30) days' notice to the Secured Parties and may be removed at any time with or without cause by the Required Secured Parties, with any such resignation or removal to become effective only upon the appointment and acceptance of a successor Collateral Agent as provided below: (a) under this Section 13; provided, however, that in the event that the Collateral Agent may is also the Depositary Bank and/or the Trustee, it must also resign at any time by giving thirty days’ prior written notice thereof to each Representative; its role as Depositary Bank and (b) the Collateral Agent may be removed by the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreement, such removal to be effective upon thirty days’ prior written notice of such removal. Upon any such resignation or removal, a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral DocumentsTrustee. If no successor Collateral Agent shall have been so appointed as aforesaid and shall have accepted such appointment within thirty days after (30) days, the retiring Collateral Agent’s giving of notice of resignation or having received notice of removal, then any Lender or the resigning Collateral Agent (unless the Collateral Agent is being removed) may petition a any court of competent jurisdiction for the appointment of a successor new Collateral Agent. Such court shallCE Generation shall have the right to remove the Collateral Agent upon thirty (30) days' notice to the Secured Parties with or without cause, after such notice as it may deem proper, appoint effective upon the appointment of a successor Collateral Agent meeting under this Section 13 which is reasonably acceptable to the qualifications specified aboveRequired Secured Parties. The Lenders hereby consent to such petition and appointment so long as such criteria are met. Upon the acceptance of any appointment as If the Collateral Agent hereunder shall resign or be removed as Collateral Agent by the Required Secured Parties or CE Generation, as applicable, then the Required Secured Parties shall (and if no such successor shall have been appointed within thirty (30) days of the Collateral Agent's resignation or removal, the Collateral Agent may) appoint a successor Collateral Agentagent for the Secured Parties, which successor agent shall be reasonably acceptable to CE Generation, whereupon such successor Collateral Agent 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 agent effective upon its appointment, and except as provided in Sections 12(a) and 12(b) above, the former Collateral Agent's rights, powers and duties as Collateral Agent shall be discharged from terminated without any other or further act or deed on the part of such former Collateral Agent (except that the resigning Collateral Agent shall deliver all Collateral then in its duties and obligations under this Agreement possession to the successor Collateral Agent) or any Collateral Document, except to of the extent for acts or omissions prior to the resignation or removalother Secured Parties. After any retiring Collateral Agent’s 's resignation or removal hereunder as the Collateral Agent: (a) , the provisions of Sections 5.07 and 5.08 this Agreement shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, (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 Secured Parties.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) the The Collateral Agent may resign as Collateral Agent upon ten days' notice to each of the Authorized Representatives and the Borrower and may be removed at any time by giving thirty days’ prior written notice thereof to each Representative; and (b) the Collateral Agent may be removed with or without cause by the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance Voting Parties, with this Agreement, such removal to be effective upon thirty days’ prior written notice of such removal. Upon any such resignation or removal, a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject removal to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral Documents. If no successor Collateral Agent shall have been appointed as aforesaid and shall have accepted such appointment within thirty days after the retiring Collateral Agent’s giving of notice of resignation or having received notice of removal, then any Lender or the Collateral Agent (unless the Collateral Agent is being removed) may petition a court of competent jurisdiction for become effective only upon the appointment of a successor collateral agent under this Article 6. If the Collateral Agent shall resign or be removed as Collateral Agent. Such court shall, after then the Facility Agent and the Required Voting Parties shall (and if no such successor shall have been appointed within 30 days of the Collateral Agent's notice as it may deem properof resignation or removal, the Collateral Agent may) appoint a successor Collateral Agent meeting collateral agent for the qualifications specified above. The Lenders hereby consent to such petition and appointment Secured Parties, which successor collateral agent (so long as such criteria are met. Upon no Default or Hedge Default has occurred and is continuing) shall be reasonably acceptable to the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral AgentBorrower, whereupon such successor Collateral Agent 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 terminated, without any other or further act or deed on the part of such former Collateral Agent (except that the former Collateral Agent shall deliver all Collateral then in its duties possession to such successor collateral agent and obligations execute such documents and instruments as may be necessary to transfer the Liens of record under this Agreement the Security Documents in favor of the Collateral Agent to such successor collateral agent) or any Collateral Document, except to of the extent for acts or omissions prior to the resignation or removalother Secured Parties. After any retiring Collateral Agent’s resignation or removal hereunder as the Collateral Agent: (a) collateral agent, the provisions of Sections 5.07 this Agreement shall inure to the former Collateral Agent's benefit, and 5.08 shall continue in effect for its benefit in respect of to be binding upon the former Collateral Agent, as to any actions taken or omitted to be taken by it while it was acting as the 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 Secured Parties.

Resignation or Removal of the Collateral Agent. Subject The Collateral Agent may resign as Collateral Agent upon thirty (30) days' prior written notice to XLCA, the Swap Counterparty, the Trustee and the Issuer. The Collateral Agent may be removed at any time following such notice with or without cause by the Controlling Party, with any such resignation or removal to become effective only upon the appointment and acceptance by the Controlling Party of a successor Collateral Agent as provided below: (a) the Collateral Agent may resign at any time by giving thirty days’ prior written notice thereof to each Representative; and (b) the Collateral Agent may be removed by the Required Lenders if under this Section 11.5. If the Collateral Agent shall fail resign or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to be removed as Collateral Agent, then the Controlling Party shall (and in accordance with this Agreement, if no such removal to be effective upon successor shall have been appointed within thirty days’ prior written notice (30) days of such removal. Upon any such Collateral Agent's resignation or removal, such Collateral Agent may) appoint a successor collateral agent, which successor collateral agent shall be reasonably acceptable to the Issuer (and shall be deemed acceptable to the Controlling Party and the Trustee), whereupon such 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 (except that the resigning Collateral Agent shall deliver all Collateral, subject to Section 12.4, then in its possession to the successor Collateral Agent) or the Controlling Party. If the Issuer withholds its acceptance of such successor Collateral Agent or if an instrument of acceptance by a successor Collateral Agent shall be appointed by not have been delivered to the Required Lenders; provided that such successor Collateral Agent shall be within 30 days after: (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination the giving by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the resigning Collateral Agent hereunder and under the Collateral Documents. If no successor Collateral Agent shall have been appointed as aforesaid and shall have accepted of such appointment within thirty days after the retiring Collateral Agent’s giving of notice of resignation or having received (ii) the giving of such notice of removalremoval to the removed Collateral Agent, then any Lender or the retiring Collateral Agent (unless may petition, at the Collateral Agent is being removed) may petition a expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting the qualifications specified above. The Lenders hereby consent to such petition and appointment so long as such criteria are met. Upon the acceptance of any appointment as the 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 under this Agreement or any Collateral 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 the Collateral Agent: (a) , the provisions of Sections 5.07 and 5.08 this Agreement shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, (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 Secured Parties.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) the The Collateral Agent may resign at any time by giving thirty days’ prior written notice thereof to each Representative; the Lenders and (b) the Collateral Agent Borrower and may be removed at any time with or without cause by the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreement, such removal to be effective upon thirty days’ prior written notice of such removalLenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral DocumentsAgent. If no successor Collateral Agent shall have been so appointed as aforesaid by the Required Lenders, and shall have accepted such appointment appointment, within thirty 30 days after the retiring Collateral Agent’s giving of notice of resignation or having received notice the Required Lenders’ removal of removalthe retiring Collateral Agent, then any Lender or the retiring Collateral Agent (unless may, on behalf of the Collateral Agent is being removed) may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem properLenders, appoint a successor Collateral Agent meeting Agent, which shall be a commercial bank organized under the qualifications specified above. The Lenders hereby consent to such petition laws of the United States of America or of any State thereof and appointment so long as such criteria are methaving a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement or any Collateral Document, except to and the extent for acts or omissions prior to the resignation or removalother Intercreditor Security Documents. After any retiring Collateral Agent’s resignation or removal hereunder as the Collateral Agent: (a) , the provisions of Sections 5.07 and 5.08 this Article II 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 Collateral Agent under this Agreement. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, an such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 2.03 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) any Collateral held in possession of the retiring Collateral Agent shall thereupon be delivered to discharged from its duties and obligations under the successor Collateral Agent, Loan Documents and (c) the retiring Collateral Agent Required Lenders shall assign thereafter perform all of its rights as secured party with respect to all duties of the Collateral to retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent for the benefit of the Secured Partiesas provided above.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) the The Collateral Agent may resign at any time resign by giving thirty days’ sixty (60) days prior written notice thereof to each Representative; Holder and (b) the Administrative Obligor, and the Collateral Agent may at any time be removed with or without cause (consisting of fraud, gross misconduct, willful or reckless breach of this Agreement or other just cause, as determined in their discretion by the Required Lenders if Holders) by sixty (60) days prior written notice thereof to the Collateral Agent, each other Holder and the Administrative Obligor given by the Required Holders, provided that in the case of fraud, gross misconduct or willful or reckless breach of this Agreement such removal may be effective immediately upon five (5) days after giving of such notice to the Collateral Agent and provided further that no resignation or removal shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreement, such removal to be effective upon thirty days’ prior written notice of such removaluntil a successor for the Collateral Agent is appointed. Upon any such resignation or removal, the Required Holders shall have the right to appoint a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral DocumentsAgent. If no successor Collateral Agent shall have been so appointed as aforesaid by the Required Holders and shall have accepted such appointment within thirty forty-five (45) days after the retiring Collateral Agent’s 's giving of notice of resignation or having received the giving of notice of removal, as the case may be, then any Lender or the retiring Collateral Agent (unless may, on behalf of the Collateral Agent is being removed) may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem properHolders, appoint a successor Collateral Agent meeting the qualifications specified above. The Lenders hereby consent to such petition Agent, which shall be a financial institution having a capital and appointment so long as such criteria are metsurplus of not less than $100,000,000. Upon the acceptance of any appointment as the 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 under this Agreement or any Collateral Document, except to the extent for acts or omissions prior to the resignation or removalhereunder. After any retiring Collateral Agent’s 's resignation or removal hereunder as the Collateral Agent: (a) removal, the provisions of Sections 5.07 this Agreement and 5.08 the other Note Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent. Any corporation into which the Collateral Agent may be merged or with which it may be consolidated, or any corporation which acquires all or substantially all of the corporate trust business of the Collateral Agent, (b) including the collateral agency established pursuant to this Agreement, or any Collateral held in possession of corporation resulting from any merger or consolidation to which the retiring Collateral Agent shall be delivered a party, shall be the successor to the successor Collateral Agent, and (c) the retiring Collateral Agent shall assign all without any further acts, including the execution of its rights as secured party with respect to all of the Collateral to the successor Collateral Agent for the benefit of the Secured Partiesany paper.

Resignation or Removal of the Collateral Agent. Subject Until such time as the Obligations shall have been paid in full, the Collateral Agent may at any time, by giving written notice to the Pledgor, the Administrative Agent and any Additional Secured Debt Agent or Additional Debtholder, as applicable, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment and acceptance of a successor Collateral Agent as provided below: and (aii) the Collateral Agent may resign at any time by giving thirty days’ prior written notice thereof to each Representative; and (b) the Collateral Agent may be removed by the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreement, such removal to be effective upon thirty days’ prior written notice acceptance of such removalappointment by such successor Collateral Agent. Upon As promptly as practicable after the giving of any such resignation or removalnotice, the Majority Holders shall appoint a successor Collateral Agent, which successor Collateral Agent shall be appointed by reasonably acceptable to the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral DocumentsPledgor. If no successor Collateral Agent shall have been be appointed as aforesaid and shall have accepted such appointment within thirty 60 days after the retiring Collateral Agent’s giving of Agent gives the aforesaid notice of resignation or having received notice of removalresignation, then any Lender or the Collateral Agent (unless may apply, at the Collateral Agent is being removed) may petition a expense of the Pledgor, to any court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, to appoint a successor Collateral Agent meeting to act until such time, if any, as a successor shall have been appointed as provided in this Section 17.16. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the qualifications specified aboveMajority Holders as provided in this Section 17.16. The Lenders hereby consent to such petition and appointment so long Simultaneously with its replacement as such criteria are met. Upon the acceptance of any appointment as Collateral Agent hereunder, the Collateral Agent hereunder so replaced shall deliver to its successor all documents, instruments, certificates and other items of whatever kind (including, without limitation, the certificates and instruments evidencing the Collateral and all instruments of transfer or assignment) held by a successor Collateral Agent, such successor it pursuant to the terms hereof. The 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 that has resigned shall be discharged from its duties entitled to fees, costs and obligations under this Agreement or any Collateral Document, except expenses to the extent for acts incurred or omissions prior arising, or relating to the events occurring, before its resignation or removal. After any retiring Collateral Agent’s resignation or removal hereunder as the Collateral Agent: (a) the provisions of 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 the 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 Secured Parties.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) the The Collateral Agent may resign hereunder at any time by giving thirty 30 days’ prior written notice thereof to each Representative; Noteholder and (b) may be removed at any time with or without cause by an instrument in writing delivered to the Issuer and the Collateral Agent may be removed and signed by the Required Lenders if the Holders; provided no resignation or removal shall be effective until a successor Collateral Agent shall fail or refuse to perform or commence performing any act have accepted appointment as set forth in written instructions delivered to it pursuant to and in accordance with this Agreement, such removal to be effective upon thirty days’ prior written notice of such removalbelow. Upon any such notice of resignation or removal, the Issuer shall, within 15 days of such resignation or removal, appoint a successor Collateral Agent reasonably satisfactory to the Required Holders. If the Issuer fails to appoint a successor Collateral Agent within such time period, the Required Holders shall, upon 10 Business Days notice to the Issuer and the Collateral Agent, appoint a successor Collateral Agent. Notwithstanding the foregoing, after an Event of Default, the Required Holders may appoint a successor Collateral Agent without the consent of the Issuer. If an instrument of acceptance by a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor not have been delivered to a resigning or removed Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral Documents. If no successor Collateral Agent shall have been appointed as aforesaid and shall have accepted such appointment within thirty 30 days after the retiring Collateral Agent’s giving of notice of resignation or having received notice of removalremoval has been given as set forth above, then any Lender such resigning or the removed Collateral Agent (unless may make application, at the Collateral Agent is being removed) may petition a expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting the qualifications specified above. The Lenders hereby consent to such petition and appointment so long as such criteria are met. Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, such that 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, upon the payment of its charges hereunder, promptly (i) transfer to such successor agent the Security Agreements and the Security held by the retiring or removed Collateral Agent, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement and the Note Documents, and (ii) take all such other actions at the expense and direction of the Issuer as may be reasonably necessary or appropriate in connection with the assignment to such successor Collateral Agent of the Security Agreements and the Security, whereupon the retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement or any Collateral Document, except to and the extent for acts or omissions prior to the resignation or removalNote Documents. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent: (a) , the provisions of Sections 5.07 and 5.08 this Agreement shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it under this Agreement while it was acting as the Collateral Agent, (b) any Collateral held Agent hereunder. Any fees and expenses in possession connection with the resignation or removal of the retiring Collateral Agent shall be delivered to borne by 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 Secured PartiesNoteholders.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) the The Collateral Agent may resign at any time time, (i) by giving thirty 60 days’ ' prior written notice thereof to each Representative; the Secured Parties and (b) the Collateral Agent may Companies, resign and be removed by discharged of the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreementresponsibilities hereby created, such removal resignation to be become effective upon thirty days’ prior written notice of such removal. Upon any such resignation or removal, a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral Documents. If no successor Collateral Agent shall have been appointed as aforesaid and shall have accepted such appointment within thirty days after the retiring Collateral Agent’s giving of notice of resignation or having received notice of removal, then any Lender or the Collateral Agent (unless the Collateral Agent is being removed) may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting collateral agent or collateral agents by the qualifications specified above. The Lenders hereby consent to such petition Majority Holders and appointment so long as such criteria are met. Upon the acceptance of any such appointment by such successor collateral agent or collateral agents or (ii) be removed from its capacity as the Collateral Agent with or without cause by the Majority Holders. If no successor collateral agent or collateral agents shall be appointed and approved within 60 days from the date of the giving of the aforesaid notice of resignation or within 60 days from the date of such removal, the Collateral Agent (notwithstanding the termination of all of its other duties and obligations hereunder by reason of such resignation or such removal) shall, or any Secured Party may, apply to any court of competent jurisdiction to appoint a successor Collateral Agent, collateral agent or collateral agents to act hereunder. Any successor collateral agent or collateral agents so appointed by such court shall immediately and without further act be superseded by any successor collateral agent or collateral agents appointed by the Majority Holders upon the acceptance of such appointment by such successor collateral agent or collateral agents. (b) If at any time the Collateral Agent shall thereupon succeed resign or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Agent by virtue of the removal of the Collateral Agent pursuant to clause (ii) of Section 8.5(a) or for any other cause, a successor collateral agent or collateral agents may be appointed by the Majority Holders, and the powers, duties, authority and title of 44 44 the predecessor collateral agent or collateral agents shall be terminated and cancelled without procuring the resignation of such predecessor collateral agent or collateral agents, and without any other formality (except as may be required by applicable law). (c) The appointment and designation referred to in Section 8.5(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor collateral agent or collateral agents, without any further act, deed or conveyance, all of the estate and title of its predecessor or their predecessors, and upon such filing for record the successor collateral agent or collateral agents shall become fully vested with all the estates, properties, rights, powers, privileges trusts, duties, authority and duties title of its predecessor or their predecessors; but such predecessor or predecessors shall, nevertheless, on the written request of the retiring Collateral AgentMajority Holders, the Companies or its or their successor collateral agent or collateral agents, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder. Each such predecessor or predecessors shall deliver all securities and moneys held by it or them to such successor collateral agent or collateral agents. (d) Any required filing for record of the instrument appointing a successor collateral agent or collateral agents as hereinabove provided shall be at the expense of the Companies. The resignation of any collateral agent or collateral agents and the retiring Collateral Agent shall instrument or instruments removing any collateral agent or collateral agents, together with all other instruments, deeds and conveyances provided for in this Article 8 shall, if required by law, be discharged from its duties forthwith recorded, registered and obligations under filed by and at the expense of the Companies, wherever this Agreement or any Collateral Documentis recorded, 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 the Collateral Agent: (a) the provisions of Sections 5.07 registered 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 the 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 Secured Partiesfiled.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) the The Collateral Agent may resign at any time by giving thirty days’ prior written notice thereof to each Representative; and (b) the Collateral Agent may be removed by the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreementtime, such removal to be effective upon thirty days’ prior written notice of such removal. Upon any such resignation or removal, a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital by giving written notice to the Secured Parties, resign and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws be discharged of the jurisdiction of its incorporation or organization responsibilities hereby created, such resignation to assume the functions of the Collateral Agent hereunder and under the Collateral Documents. If no successor Collateral Agent shall have been appointed as aforesaid and shall have accepted such appointment within thirty days after the retiring Collateral Agent’s giving of notice of resignation or having received notice of removal, then any Lender or the Collateral Agent (unless the Collateral Agent is being removed) may petition a court of competent jurisdiction for become effective upon the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor collateral agent or collateral agents by the Lenders' Collateral Agent meeting the qualifications specified above. The Lenders hereby consent to such petition and appointment so long as such criteria are met. Upon the acceptance of any appointment or (ii) be removed from its capacity as the Collateral Agent by the Lenders' Collateral Agent. If no successor collateral agent or collateral agents shall be appointed and approved within sixty days from the date of the giving of the aforesaid notice of resignation or within sixty days from the date of such removal, the Collateral Agent (notwithstanding the termination of all of its other duties and obligations hereunder by reason of such resignation or such removal) shall apply to any court of competent jurisdiction to appoint a successor collateral agent or collateral agents (which may be an individual or individuals) to act hereunder. Any successor collateral agent or collateral agents so appointed by such court shall immediately and without further act be superseded by any successor collateral agent or collateral agents appointed by the Lenders' Collateral Agent, such successor . (b) If at any time the Collateral Agent shall thereupon succeed to and resign or otherwise become vested with all incapable of acting, or if at any time a vacancy shall occur in the rights, powers, privileges and duties office of the retiring Collateral Agent by virtue of the removal of the Collateral Agent or for any other cause, a successor collateral agent or collateral agents may be appointed by the Lenders' Collateral Agent, and the retiring Collateral Agent powers, duties, authority and title of the predecessor collateral agent or collateral agents shall be discharged from its duties terminated and obligations under canceled without procuring the resignation of such predecessor collateral agent or collateral agents, and without any other formality (except as may be required by applicable law). (c) The appointment and designation referred to in subsection 13.9(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor collateral agent or collateral agents, without any Collateral Documentfurther act, except to deed or conveyance, all of the extent estate and title of its predecessor or their predecessors, and upon such filing for acts record the successor collateral agent or omissions prior to collateral agents shall become fully vested with all the resignation estates, properties, rights, powers, trusts, duties, authority and title of its predecessor or removal. After any retiring Collateral Agent’s resignation their predecessors; but such predecessor or removal hereunder as predecessors shall, nevertheless on the Collateral Agent: (a) written request of the provisions of 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 the Lenders' Collateral Agent, any Pledgor or its or their successor collateral agent or collateral agents, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder. Each such predecessor or predecessors shall deliver all securities and moneys held by it or them to such successor collateral agent or collateral agents (bd) any Collateral held in possession Any required filing for record of the retiring Collateral Agent instrument appointing a successor collateral agent or collateral agents as hereinabove provided shall be delivered to at the successor Collateral Agent, and (c) the retiring Collateral Agent shall assign all of its rights as secured party with respect to all expense of the Collateral to Borrower. The resignation of any collateral agent or collateral agents and the successor Collateral Agent instrument or instruments removing any collateral agent or collateral agents, together with all other instruments, deeds and conveyances provided for in this Article XIII shall be forthwith recorded, registered and filed by and at the benefit expense of the Secured PartiesBorrower, wherever this Agreement is recorded, registered and filed.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) the The Collateral Agent may resign at any time resign by giving thirty days’ sixty (60) days prior written notice thereof to each Representative; Secured Party and (b) the Company, and the Collateral Agent may at any time be removed for cause (consisting of fraud, gross misconduct, willful or reckless breach of this Agreement or other just cause, as determined in their discretion by the Required Lenders if Majority Secured Parties) by sixty (60) days prior written notice thereof to the Collateral Agent, each other Secured Party and the Company given by the Majority Secured Parties, provided that in the case of fraud, gross misconduct or willful or reckless breach of this Agreement such removal may be effective immediately upon five (5) days after giving of such notice to the Collateral Agent and provided further that no resignation or removal shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreement, such removal to be effective upon thirty days’ prior written notice of such removaluntil a successor for the Collateral Agent is appointed. Upon any such resignation or removal, the Majority Secured Parties shall have the right to appoint a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral DocumentsAgent. If no successor Collateral Agent shall have been so appointed as aforesaid by the Majority Secured Parties and shall have accepted such appointment within thirty forty-five (45) days after the retiring Collateral Agent’s 's giving of notice of resignation or having received the giving of notice of removal, as the case may be, then any Lender or the retiring Collateral Agent (unless may, on behalf of the Collateral Agent is being removed) may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem properSecured Parties, appoint a successor Collateral Agent meeting the qualifications specified above. The Lenders hereby consent to such petition and appointment so long as such criteria are met. Agent, which shall be a financial institution having a long-term bank deposit rating of not less than "A" from Standard & Poor's Ratings Group, a Division of XxXxxx-Xxxx, Inc., or "A-2" from Xxxxx'x Investors Services, Inc. Upon the acceptance of any appointment as the 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 under this Agreement or any Collateral Document, except to the extent for acts or omissions prior to the resignation or removalhereunder. After any retiring Collateral Agent’s 's resignation or removal hereunder as the Collateral Agent: (a) removal, the provisions of Sections 5.07 this Agreement and 5.08 the Security Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent. Any corporation into which the Collateral AgentAgent Bank may be merged or with which it may be consolidated, (b) or 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 corporation which acquires all of its rights as secured party with respect to or substantially all of the corporate trust business of the Collateral Agent Bank, including the collateral agency established pursuant to this Agreement, or any corporation resulting from any merger or consolidation to which the Collateral Agent Bank shall be a party, shall be the successor to the successor Collateral Agent for Bank without the benefit execution of the Secured Partiesany paper.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) in this Section 4.04, the Collateral Agent may resign at any time as collateral agent by giving delivering not less than thirty days’ (30) days prior written notice thereof to each Representative; the Holders and (b) the Collateral Agent may be removed at any time with or without cause by the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreement, such removal to be effective upon thirty days’ prior written notice of such removalHolders. Upon any such resignation or removal, the Required Holders shall have the right to appoint a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral DocumentsAgent. If no successor Collateral Agent shall have been appointed as aforesaid by the Required Holders and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent’s giving of notice of resignation or having received notice the Required Holders’ removal of removalthe retiring Collateral Agent, then any Lender or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Holders shall assume and perform all of the duties of the Collateral Agent (unless under the Collateral Agent is being removed) may petition a court of competent jurisdiction for Security Agreement until such time, if any, as the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, Required Holders appoint a successor Collateral Agent meeting the qualifications specified above. The Lenders hereby consent to such petition and appointment so long as such criteria are metagent. Upon the acceptance of any appointment as the 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 under this Agreement or any Collateral Document, except to the extent for acts or omissions prior to the resignation or removalhereunder. After any retiring Collateral Agent’s resignation or removal hereunder as the Collateral Agent: (a) , the provisions of Sections 5.07 and 5.08 this Section 4 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, (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 Secured Parties.

Resignation or Removal of the Collateral Agent. Subject The Collateral Agent may resign upon not less than 30 days' prior written notice to the Company, each Administrative Agent and the Co-gen Agent and may be removed at any time with or without cause by the Majority Solutia Lenders or by the Company with the prior written consent of the Majority Solutia Lenders, with any such resignation or removal to become effective only upon the appointment and acceptance of a successor Collateral Agent as provided below: (a) the Collateral Agent may resign at any time by giving thirty days’ prior written notice thereof to each Representative; and (b) the Collateral Agent may be removed by the Required Lenders if under this Section 2.04. If the Collateral Agent shall fail resign or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to be removed, then the Majority Solutia Lenders shall (and in accordance with this Agreement, if no such removal to be effective upon thirty days’ prior written notice successor shall have been appointed within 60 days of such removal. Upon any such the Collateral Agent's resignation or removal, the Collateral Agent may) appoint a successor Collateral Agent agent for the Secured Parties, which successor agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having organized under the laws of the United States of America or a State thereof and that has a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral Documents. If no successor Collateral Agent shall have been appointed as aforesaid and shall have accepted such appointment within thirty days after the retiring Collateral Agent’s giving of notice of resignation or having received notice of removal, then any Lender or the Collateral Agent (unless the Collateral Agent is being removed) may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting the qualifications specified above. The Lenders hereby consent to such petition and appointment so long as such criteria are met. Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, whereupon such successor Collateral Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring "Collateral Agent" and the term "Collateral Agent" shall mean such successor agent effective upon its appointment, and the retiring former Collateral Agent's rights, powers and duties as Collateral Agent shall be discharged from terminated, without any other or further act or deed on the part of such former Collateral Agent (except that the resigning Collateral Agent shall deliver all Collateral then in its duties and obligations under this Agreement possession to the successor Collateral Agent) or any Collateral Document, except to of the extent for acts or omissions prior to the resignation or removalother Secured Parties. After any retiring Collateral Agent’s 's resignation or removal hereunder as the Collateral Agent: (a) hereunder, the provisions of Sections 5.07 and 5.08 this Agreement shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, (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 Secured Parties.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) the The ----------- ------------- --- ---------- ----- Collateral Agent may resign at any time resign by giving thirty days’ at least sixty (60) days prior written notice thereof to each Representative; Secured Party and (b) the Company, and the Collateral Agent may at any time be removed for cause (consisting of fraud, gross misconduct, willful or reckless breach of this Agreement or other just cause, as determined in their discretion by the Required Lenders if Requisite Parties) by at least sixty (60) days prior written notice thereof to the Collateral Agent, each other Secured Party and the Company given by the Requisite Parties, provided that no -------- resignation or removal shall be effective until a successor for the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreement, such removal to be effective upon thirty days’ prior written notice of such removalis appointed. Upon any such resignation or removal, the Requisite Parties shall have the right to appoint a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral DocumentsAgent. If no successor Collateral Agent shall have been so appointed as aforesaid by the Requisite Parties and shall have accepted such appointment within thirty forty-five (45) days after the retiring Collateral Agent’s 's giving of notice of resignation or having received the giving of notice of removal, as the case may be, then any Lender or the retiring Collateral Agent (unless may, on behalf of the Collateral Agent is being removed) may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem properSecured Parties, appoint a successor Collateral Agent meeting the qualifications specified above. The Lenders hereby consent to such petition and appointment so long as such criteria are met. Agent, which shall be a financial institution having a long-term bank deposit rating of not less than "A" from Standard & Poor's Ratings Group, a Division of XxXxxx-Xxxx, Inc., or "A-2" from Xxxxx'x Investors Service, Inc. Upon the acceptance of any appointment as the 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 under this Agreement or any Collateral Document, except to the extent for acts or omissions prior to the resignation or removalhereunder. After any retiring Collateral Agent’s 's resignation or removal hereunder as the Collateral Agent: (a) removal, the provisions of Sections 5.07 this Agreement and 5.08 the Security Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent. Any corporation into which the Collateral AgentAgent Bank may be merged or with which it may be consolidated, (b) or 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 corporation which acquires all of its rights as secured party with respect to or substantially all of the corporate trust business of the Collateral Agent Bank, including the Collateral agency established pursuant to this Agreement, or any corporation resulting from any merger or consolidation to which the Collateral Agent Bank shall be a party, shall be the successor to the successor Collateral Agent for Bank without the benefit execution of the Secured Partiesany paper.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) the The Collateral Agent may resign hereunder at any time by giving thirty (30) days’ prior written notice thereof to each Representative; Secured Party and (b) may be removed at any time with or without cause by an instrument in writing delivered to the Company and the Collateral Agent may be removed and signed by the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreement, Holders; provided no such removal to shall be effective upon thirty days’ prior written notice of such removal. Upon any such resignation or removal, until a successor Collateral Agent shall be appointed by have accepted appointment as set forth below. Upon any such notice of resignation or removal, the Required Lenders; provided that such Holders shall appoint a successor Collateral Agent. If an instrument of acceptance by a successor Collateral Agent shall be (i) not have been delivered to a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the removed Collateral Agent hereunder and under the Collateral Documents. If no successor within thirty (30) days after notice of removal has been given as set forth above, such removed Collateral Agent shall have been appointed as aforesaid and shall have accepted such appointment within thirty days after the retiring Collateral Agent’s giving of notice of resignation or having received notice of removal, then any Lender or the Collateral Agent (unless the Collateral Agent is being removed) may petition a any court of competent jurisdiction jurisdiction, at the sole cost and expense of the Company, for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting the qualifications specified above. The Lenders hereby consent to such petition and appointment so long as such criteria are met. Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, that successor shall thereupon establish such successor Collateral Agent accounts as are provided for. in the Security Documents, shall take all actions as may be necessary or appropriate to perfect the security interest created under the Security Documents, and 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, upon the payment of its charges hereunder, promptly: (i) transfer to such successor agent all items of Collateral held by the retiring or removed Collateral Agent, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement; and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements delivered to the resigning or removed Collateral Agent, and take all such other actions at the expense and direction of the Company as may be reasonably necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created under the Security Documents, whereupon the retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement or any Collateral Document, except to the extent for acts or omissions prior to the resignation or removalAgreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent: (a) , the provisions of Sections 5.07 this Agreement shall survive and 5.08 shall continue in effect for and inure to its benefit in respect of as to any actions taken or omitted to be taken by it under this Agreement while it was acting as the Collateral AgentAgent hereunder, (b) any Collateral held in possession of the retiring Collateral Agent shall be delivered including but not limited 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 Secured PartiesSection 5(c).

Resignation or Removal of the Collateral Agent. Subject (a) The Collateral Agent may at any time, by giving 30 days' prior written notice to Blount, Inc., Lenders and the Indenture Trustee, resign and be disxxxxxxd of the responsibilities hereby created, such resignation to become effective upon the earlier of (i) 30 days from the date of such notice and (ii) the appointment and acceptance of a successor Collateral Agent as provided below: (a) or Collateral Agents by the Requisite Lenders. At any time that GE Capital is no longer a holder of any Commitments or Loans, Requisite Lenders may remove Collateral Agent may resign at any time time, by giving thirty 30 days’ ' prior written notice thereof to each Representative; Blount, Inc., Lenders and (b) the Collateral Agent may Indenture Trustee, whereupon GE Capixxx xxall be removed by discharged of the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreementresponsibilities hereby created, such removal to be become effective upon thirty days’ prior written notice the earlier of (i) 30 days from the date of such removal. Upon any such resignation or removal, notice and (ii) the appointment of a successor Collateral Agent shall be appointed or Collateral Agents by the Required Requisite Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral Documents. If no successor Collateral Agent or Collateral Agents shall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation or removal, the Collateral Agent (notwithstanding the termination of all of its other duties and obligations hereunder by reason of such resignation or removal) shall, or any Secured Party or Blount, Inc. may, apply to any court of competent jurisdiction to xxxxxxt a successor Collateral Agent or Collateral Agents (which may be an individual or individuals) to act until such time, if any, as a successor Collateral Agent or Collateral Agents shall have been appointed as aforesaid above provided. Any successor Collateral Agent or Collateral Agents so appointed by such court shall immediately and shall have accepted such appointment within thirty days after without further act be superseded by any successor Collateral Agent or Collateral Agents approved by the retiring Collateral Agent’s giving of notice of resignation or having received notice of removal, then Requisite Lenders as above provided. (b) If at any Lender or time the Collateral Agent (unless shall resign, be removed pursuant to Section 6.7(a), or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of Collateral Agent is being removedfor any other cause, a successor Collateral Agent or Collateral Agents may be appointed by the Requisite Lenders, and the powers, duties, authority and title of the predecessor Collateral Agent or Collateral Agents terminated and canceled without procuring the resignation of such predecessor Collateral Agent or Collateral Agents, and without any other formality (except as may be required by applicable law) may petition a court of competent jurisdiction for the other than appointment and designation of a successor Collateral Agent. Such court Agent or Collateral Agents in writing, duly acknowledged, delivered to the predecessor Collateral Agent or Collateral Agents, and filed for record in each public office, if any, in which this Agreement is required to be filed. (c) The appointment and designation referred to in Section 6.7(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such notice as successor Collateral Agent or Collateral Agents, without any further act, deed or conveyance, all of the estate and title of its predecessor or their predecessors, and upon such filing for record the successor Collateral Agent or Collateral Agents shall become fully vested with all the estates, properties, rights, powers, duties, authority and title of its predecessor or their predecessors; but such predecessor or predecessors shall, nevertheless, on the written request of the Requisite Lenders or their successor Collateral Agent or Collateral Agents, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys held by it may deem proper, appoint or them to such successor Collateral Agent or Collateral Agents. (d) Any required filing for record of the instrument appointing a successor Collateral Agent meeting the qualifications specified above. The Lenders hereby consent to such petition and appointment so long as such criteria are met. Upon the acceptance of any appointment as the Collateral Agent hereunder by a or successor Collateral Agent, such Agents as hereinabove provided shall be at the expense of the US Borrowers. (e) The indemnification provisions herein shall continue to inure to the benefit of GE Capital or any successor Collateral Agent shall thereupon succeed as 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 under this Agreement or any Collateral 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 the Collateral Agent: (a) the provisions of 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 the 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 Secured Partiesunder this Agreement.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) the The Collateral Agent may resign at any time time, (i) by giving thirty (30) days’ ' prior written notice thereof to each Representative; the other Secured Parties and (b) the Collateral Agent may Grantors, resign and be removed by discharged of the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreementresponsibilities hereby created, such removal resignation to be become effective upon thirty days’ prior written notice of such removal. Upon any such resignation or removal, a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral Documents. If no successor Collateral Agent shall have been appointed as aforesaid and shall have accepted such appointment within thirty days after the retiring Collateral Agent’s giving of notice of resignation or having received notice of removal, then any Lender or the Collateral Agent (unless the Collateral Agent is being removed) may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting collateral agent or collateral agents by the qualifications specified above. The Lenders hereby consent to such petition Majority Holders or otherwise hereunder and appointment so long as such criteria are met. Upon the acceptance of any such appointment by such successor collateral agent or collateral agents, or (ii) be removed from its capacity as the Collateral Agent hereunder with or without cause by the Majority Holders. If no successor collateral agent or collateral agents shall be appointed and approved within thirty (30) days from the date of the giving of the aforesaid notice of resignation or within thirty (30) days from the date of such removal, the Collateral Agent shall, or any other Secured Party may, apply to any court of competent jurisdiction to appoint a successor Collateral Agent, collateral agent or collateral agents to act hereunder. Any successor collateral agent or collateral agents so appointed by such court shall immediately and without further act be superseded by any successor collateral agent or collateral agents appointed by the Majority Holders upon the acceptance of such appointment by such successor collateral agent or collateral agents. (b) If at any time the Collateral Agent shall thereupon succeed resign or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Agent by virtue of the removal of the Collateral Agent pursuant to clause (ii) of Section 13.07(a) or for any other cause, a successor collateral agent or collateral agents may be appointed by the Majority Holders, and the powers, duties, authority and title of the predecessor collateral agent or collateral agents shall be terminated and cancelled without procuring the resignation of such predecessor collateral agent or collateral agents, and without any other formality (except as may be required by applicable Law). (c) The appointment and designation referred to in paragraph (b) above shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor collateral agent or collateral agents, without any further act, deed or conveyance, all of the estate and title of its predecessor or their predecessors, and upon such filing for record the successor collateral agent or collateral agents shall become fully vested with all the estates, properties, rights, powers, privileges trusts, duties, authority and duties title of its predecessor or their predecessors, but such predecessor or predecessors shall, nevertheless, on the written request of the retiring Majority Holders, the Grantors or its or their successor collateral agent or collateral agents, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder. Each such predecessor or predecessors shall deliver all securities and moneys held by it or them to such successor collateral agent or collateral agents. (d) Any required filing for record of the instrument appointing a successor collateral agent or collateral agents as hereinabove provided shall be at the expense of the Grantors. The resignation of any Collateral Agent, Agent or Collateral Agents and the retiring instrument or instruments removing any Collateral Agent shall or Collateral Agents, together with all other instruments, deeds and conveyances provided for in this Article XIII shall, if required by Law, be discharged from its duties forthwith recorded, registered and obligations under filed by and at the expense of the Grantors, wherever this Agreement or any Collateral Documentis recorded, 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 the Collateral Agent: (a) the provisions of Sections 5.07 registered 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 the 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 Secured Partiesfiled.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent FSB may resign as provided below: (a) the Collateral Agent may resign hereunder at any time by giving thirty 30 days’ ' prior written notice thereof to each Representative; the Secured Party and (b) the Collateral Agent may be removed at any time with or without cause by an instrument in writing delivered to the Company and FSB and signed by the Required Lenders if the Secured Party; provided no resignation or removal shall be effective until a successor Collateral Agent shall fail or refuse to perform or commence performing any act have accepted appointment as set forth in written instructions delivered to it pursuant to and in accordance with this Agreement, such removal to be effective upon thirty days’ prior written notice of such removalbelow. Upon any such notice of resignation or removal, the Secured Party shall, within 15 days of such resignation or removal, appoint a, successor Collateral Agent. If an instrument of acceptance by a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor not have been delivered to a resigning or removed Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral Documents. If no successor Collateral Agent shall have been appointed as aforesaid and shall have accepted such appointment within thirty 30 days after the retiring Collateral Agent’s giving of notice of resignation or having received notice of removalremoval has been given as set forth above, then any Lender such resigning or the removed Collateral Agent (unless the Collateral Agent is being removed) may petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting the qualifications specified above. The Lenders hereby consent to such petition and appointment so long as such criteria are met. Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, that successor shall thereupon establish such successor Collateral Agent accounts as are provided for in the Contingent Subordinate Pledge Agreement, shall take all actions as may be necessary or appropriate to perfect the security interest created under the Contingent Subordinate Pledge Agreement, and 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, upon the payment of its charges hereunder, promptly (i) transfer to such successor agent all items of Collateral held by the retiring or removed Collateral Agent, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take all such other actions as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created under the Pledge Documents, whereupon the refiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement or any Collateral Document, except to and the extent for acts or omissions prior to the resignation or removalPledge Documents. After any retiring or removed Collateral Agent’s 's resignation or removal hereunder as the Collateral Agent: (a) , the provisions of Sections 5.07 and 5.08 this Agreement shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it under this Agreement while it was acting as the 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 Secured Partieshereunder.

Resignation or Removal of the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below: (a) the The Collateral Agent may resign as Collateral Agent upon ten days' notice to the Trustee, the Letter of Credit Provider (if any), PIC and Panda Funding and may be removed at any time by giving thirty days’ prior written notice thereof to each Representative; and (b) the Collateral Agent may be removed with or without cause by the Required Lenders if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance Trustee, with this Agreement, such removal to be effective upon thirty days’ prior written notice of such removal. Upon any such resignation or removal, a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject removal to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral Documents. If no successor Collateral Agent shall have been appointed as aforesaid and shall have accepted such appointment within thirty days after the retiring Collateral Agent’s giving of notice of resignation or having received notice of removal, then any Lender or the Collateral Agent (unless the Collateral Agent is being removed) may petition a court of competent jurisdiction for become effective only upon the appointment of a successor Collateral Agent under this Section 9. If the Collateral Agent shall resign or be removed as Collateral Agent. Such court shall, after then the Trustee (acting at the direction of the Bondholders pursuant to the Indenture) shall (and if no such notice as it may deem propersuccessor shall have been appointed within 30 days of the Collateral Agent's resignation or removal, the Collateral Agent may) appoint a successor Collateral Agent meeting agent for the qualifications specified above. The Lenders hereby consent Secured Parties, which successor agent shall be reasonably acceptable to such petition the Bondholders, the Letter of Credit Provider (if any), PIC and appointment so long Panda Funding (and which successor agent shall meet the standards required for successors to the Trustee, as such criteria are met. Upon provided in the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, Indenture) whereupon such successor Collateral Agent 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 agent effective upon its appointment, and, except as expressly provided herein, the former Collateral Agent's rights, powers and duties as Collateral Agent shall be discharged from terminated, without any other or further act or deed on the part of such former Collateral Agent (except that the resigning Collateral Agent shall deliver all Collateral then in its duties and obligations under this Agreement possession to the successor Collateral Agent) or any of the other Secured Parties. If no successor is appointed within 60 days, the Collateral Document, except Agent (at the expense of Panda Funding and PIC) may petition any court of competent jurisdiction to the extent for acts or omissions prior to the resignation or removalappoint a successor. After any retiring Collateral Agent’s resignation or removal hereunder as the Collateral Agent: (a) , the provisions of Sections 5.07 and 5.08 this Agreement shall continue in effect for its inure to the former Collateral Agent's benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the 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 Secured Parties.

Resignation or Removal of the Collateral Agent. Subject The Collateral Agent may resign as Collateral Agent upon 60 days' notice to the Secured Parties and may be removed at any time with or without cause by the Required Creditors, with any such resignation or removal to become effective only upon the appointment and acceptance of a successor Collateral Agent as provided below: (a) the Collateral Agent may resign at any time by giving thirty days’ prior written notice thereof to each Representativeunder this Section 12; and (b) the Collateral Agent may be removed by the Required Lenders provided, however, that if the Collateral Agent shall fail or refuse to perform or commence performing any act set forth in written instructions delivered to it pursuant to and in accordance with this Agreement, such removal to be effective upon thirty days’ prior written notice of such removal. Upon any such resignation or removal, a successor Collateral Agent shall be appointed by the Required Lenders; provided that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of at least $500,000,000, subject to supervision or examination by a Federal or state banking authority; and (ii) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent hereunder and under the Collateral Documents. If no successor Collateral Agent shall have been so appointed as aforesaid and shall have accepted such appointment within thirty days after 60 days, the retiring Collateral Agent’s giving of notice of resignation or having received notice of removal, then any Lender or the resigning Collateral Agent (unless the Collateral Agent is being removed) may petition a any court of competent jurisdiction for the appointment of a successor new Collateral Agent. Such court shall; and provided, further, however, that if at any time prior to the occurrence of a Trigger Event, the Collateral Agent is the same Person as the Trustee, the Issuer, at the reasonable request of Persons who become Secured Parties after such the Closing Date, shall have the right to remove the Collateral Agent upon 60 days' notice as it may deem properto the Secured Parties with or without cause, appoint effective upon the appointment of a successor Collateral Agent meeting the qualifications specified aboveunder this Section 12. The Lenders hereby consent to such petition and appointment so long as such criteria are met. Upon the acceptance of any appointment as If the Collateral Agent hereunder shall resign or be removed as Collateral Agent by the Required Creditors or the Issuer, as applicable, then the Required Creditors shall (and if no such successor shall have been appointed within 60 days of the Collateral Agent's resignation or removal, the Collateral Agent may) appoint a successor Collateral Agentagent for the Secured Parties, which successor agent shall be reasonably acceptable to the Issuer, whereupon such successor Collateral Agent 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 agent effective upon its appointment, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be discharged from terminated, without any other or further act or deed on the part of such former Collateral Agent (except that the resigning Collateral Agent shall deliver all Intercreditor Collateral then in its duties and obligations under this Agreement possession to the successor Collateral Agent) or any Collateral Document, except to of the extent for acts or omissions prior to the resignation or removalother Secured Parties. After any retiring Collateral Agent’s 's resignation or removal hereunder as the Collateral Agent: (a) , the provisions of Sections 5.07 and 5.08 this Agreement shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, (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 Secured Parties.