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

Resignation or Termination of Collateral Agent. The Collateral Agent may resign as Collateral Agent upon not less than 60 days’ written notice to each of the holders (with a copy to the Company), such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunder. In addition, the Required Holders may remove the Collateral Agent, with or without cause, each at any time by giving written notice thereof to the Collateral Agent, such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunder. Upon any such resignation or removal, the Required Holders shall have the right to appoint a successor Collateral Agent which meets the eligibility requirements of Section 23.14. If no successor Collateral Agent shall have been so appointed and shall have accepted such appointment in writing within 60 days after the retiring Collateral Agent’s giving of notice of resignation or its removal, then any holder or the retiring Collateral Agent (unless the Collateral Agent is being removed), on behalf of the holders, may petition at the expense of the Company 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 in Section 23.14. The holders of the Notes hereby consent to such petition and appointment so long as such criteria are met. Upon acceptance of appointment as Collateral Agent, such successor shall thereupon and forthwith succeed to and become vested with all the rights, powers and privileges, immunities and duties of the retiring Collateral Agent, and the retiring Collateral Agent, upon the signing, transferring and setting over to such successor Collateral Agent all rights, moneys and other collateral held by it in its capacity as Collateral Agent, shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation or removal as Collateral Agent, the provisions of this Section 23, shall inure to its benefit as to any actions taken or omitted to be taken by it while it acted as Collateral Agent.

Resignation or Termination of Collateral Agent. The Collateral Agent may resign as Collateral Agent upon not less than 60 30 days’ written notice to each of the holders (with a copy to the Company), such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunderSenior Creditors. In addition, the Required Holders any Senior Creditor may by written notice at any time remove the Collateral Agent, with or without cause, each at any time Agent for cause by giving written notice thereof thereof, including a description of the reason for such removal, to the Collateral Agent, such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as other Senior Creditors and the Collateral Agent hereunderCompany. Upon any such resignation resignation, or any such removal, the Required Holders Senior Creditors shall have the right to jointly appoint a successor Collateral Agent which meets the eligibility requirements of Section 23.14Agent. If no successor Collateral Agent shall have been so appointed appointed, and shall have accepted such appointment in writing within 60 30 days after the retiring Collateral Agent’s giving of notice of resignation or its removal, as the case may be, then any holder or the retiring Collateral Agent (unless the Collateral Agent is being removed)may, on behalf of the holders, may petition at the expense of the Company a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem properSenior Creditors, appoint a successor Collateral Agent meeting Agent, which shall be a commercial bank organized under the qualifications specified in Section 23.14. The holders laws of the Notes hereby consent United States of America or of any state thereof with the legal capacity to act as Collateral Agent hereunder and having a combined capital, surplus and undivided profits of not less than $100,000,000, and the Company agrees to pay such petition reasonable fees and appointment so long expenses of any such commercial bank as shall be necessary to induce such criteria are metcommercial bank to agree to become a successor Collateral Agent hereunder. Upon acceptance of appointment as Collateral Agent, such successor shall thereupon and forthwith succeed to and become vested with all the rights, powers and privileges, immunities and duties of the retiring Collateral Agent, and the retiring Collateral Agent, upon the signing, transferring and setting over to such successor Collateral Agent all rights, moneys and other collateral held by it in its capacity as Collateral Agent, shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation or removal as Collateral Agent, the provisions of this Section 23, 5 shall inure to its benefit govern as to any actions taken or omitted to be taken by it while it acted as Collateral Agent.

Resignation or Termination of Collateral Agent. The Collateral Agent may resign as Collateral Agent upon not less than 60 30 days’ ' written notice to each of the holders (with a copy to the Company)Creditors, such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunder. In addition, the Required Holders any Creditor may by written notice at any time remove the Collateral Agent, Agent with or without cause, each at in any time case, by giving written notice thereof to the Collateral Agent, such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunder. Upon any such resignation or removal, the Required Holders a Majority of Each Group shall have the right to appoint a successor Collateral Agent which meets the eligibility requirements of Section 23.145.7, which successor Collateral Agent shall be approved by the Company (which approval shall not be unreasonably withheld). If no successor Collateral Agent shall have been so appointed and shall have accepted such appointment in writing within 60 30 days after the retiring Collateral Agent’s 's giving of notice of resignation or its removal, then any holder or the retiring Collateral Agent (unless the Collateral Agent is being removed)may, on behalf of the holders, may petition at the expense of the Company a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem properCreditors, appoint a successor Collateral Agent meeting which meets the qualifications specified in eligibility requirements of Section 23.14. The holders 5.7, and the Company agrees to pay such reasonable fees and expenses of the Notes hereby consent any such appointee as shall be necessary to induce such petition and appointment so long as such criteria are metappointee to agree to become a successor Collateral Agent hereunder. Upon acceptance of appointment as Collateral Agent, such successor shall thereupon and forthwith succeed to and become vested with all the rights, powers and privileges, immunities and duties of the retiring Collateral Agent, and the retiring Collateral Agent, upon the signing, transferring and setting over to such successor Collateral Agent all rights, moneys and other collateral held by it in its capacity as Collateral Agent, after payment of any fees due it pursuant to Section 4.3 hereof, shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s 's resignation or removal as Collateral Agent, the provisions of this Section 235, shall inure to its benefit as to any actions taken or omitted to be taken by it while it acted as Collateral Agent.

Resignation or Termination of Collateral Agent. The Collateral Agent may resign as Collateral Agent upon not less than 60 days’ written notice to each of the holders (with a copy to the Company), such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunder. In addition, the Required Holders may remove the Collateral Agent, with or without cause, each at any time by giving written written, notice thereof to the Collateral Agent, such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunderSecured Parties. Upon any such resignation or removalresignation, the Required Holders Secured Parties shall have the right to appoint a successor Collateral Agent. Upon the acceptance of any appointment as a Collateral Agent which meets the eligibility requirements of Section 23.14. If no hereunder by a successor, such successor Collateral Agent shall have been so appointed and shall have accepted such appointment in writing within 60 days after the retiring Collateral Agent’s giving of notice of resignation or its removal, then any holder or the retiring Collateral Agent (unless the Collateral Agent is being removed), on behalf of the holders, may petition at the expense of the Company 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 in Section 23.14. The holders of the Notes hereby consent to such petition and appointment so long as such criteria are met. Upon acceptance of appointment as Collateral Agent, such successor shall thereupon and forthwith succeed to and become vested with all the rights, powers and privilegespowers, immunities privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent, upon the signing, transferring and setting over to such successor Collateral Agent all rights, moneys and other collateral held by it in its capacity as Collateral Agent, shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation or removal as a Collateral Agent, as appropriate, under this Intercreditor Agreement, the Pledge Agreement and the other Financing Documents and the provisions of this Section 23, 5.4 shall inure to its benefit as to any actions taken or omitted to be taken by it while it acted was a Collateral Agent under this Intercreditor Agreement. If no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent’s giving notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless become effective and the Required Secured Parties shall perform all duties of the Collateral Agent under this Intercreditor Agreement, the Pledge Agreement and the other Financing Documents until such time, if any, as the Required Secured Parties appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 5.4, there shall at all times be a Person serving as Collateral Agent hereunder. If the Collateral Agent shall (i) take any action expressly prohibited by this Intercreditor Agreement (other than where the failure to take such action would entail a violation of applicable law) or (ii) fail or refuse to perform or commence performing any act set forth in written instructions delivered pursuant to, and in accordance with the terms and conditions of, this Intercreditor Agreement (other than where such nonperformance is beyond the control of the Collateral Agent or where such performance would entail a violation of applicable law or conflict with the provisions of this Intercreditor Agreement or any Financing Document), and such failure continues for a period of 15 days from the date of receipt of said written instructions, the Collateral Agent may be removed by the Required Secured Parties (excluding, for purposes of such calculation of Required Senior Parties only, the portion of the Obligations held by the Collateral Agent in its capacity as a Lender or a Senior Noteholder). In such event, the Required Secured Parties shall have the right to appoint a successor Collateral Agent subject to, if no Event of Default has occurred and is continuing, approval by the Company (such approval not to be unreasonably withheld or delayed).

Resignation or Termination of Collateral Agent. The Collateral Agent may resign as Collateral Agent upon not less than 60 days’ written notice to each of the holders (with a copy to the Company), such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunder. In addition, the Required Holders may remove the Collateral Agent, with or without cause, each at any time by giving written notice thereof to the Collateral Agent, such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunderSecured Parties. Upon any such resignation or removalresignation, the Required Holders Secured Parties shall have the right to appoint a successor Collateral Agent. Upon the acceptance of any appointment as a Collateral Agent which meets the eligibility requirements of Section 23.14. If no hereunder by a successor, such successor Collateral Agent shall have been so appointed and shall have accepted such appointment in writing within 60 days after the retiring Collateral Agent’s giving of notice of resignation or its removal, then any holder or the retiring Collateral Agent (unless the Collateral Agent is being removed), on behalf of the holders, may petition at the expense of the Company 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 in Section 23.14. The holders of the Notes hereby consent to such petition and appointment so long as such criteria are met. Upon acceptance of appointment as Collateral Agent, such successor shall thereupon and forthwith succeed to and become vested with all the rights, powers and privilegespowers, immunities privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent, upon the signing, transferring and setting over to such successor Collateral Agent all rights, moneys and other collateral held by it in its capacity as Collateral Agent, shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation or removal as a Collateral Agent, as appropriate, under this Intercreditor Agreement, the Pledge Agreement and the other Financing Documents and the provisions of this Section 23, 5.4 shall inure to its benefit as to any actions taken or omitted to be taken by it while it acted was a Collateral Agent under this Intercreditor Agreement. If no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent’s giving notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless become effective and the Required Secured Parties shall perform all duties of the Collateral Agent under this Intercreditor Agreement, the Pledge Agreement and the other Financing Documents until such time, if any, as the Required Secured Parties appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 5.4, there shall at all times be a Person serving as Collateral Agent hereunder. If the Collateral Agent shall (i) take any action expressly prohibited by this Intercreditor Agreement (other than where the failure to take such action would entail a violation of applicable law) or (ii) fail or refuse to perform or commence performing any act set forth in written instructions delivered pursuant to, and in accordance with the terms and conditions of, this Intercreditor Agreement (other than where such nonperformance is beyond the control of the Collateral Agent or where such performance would entail a violation of applicable law or conflict with the provisions of this Intercreditor Agreement or any Financing Document), and such failure continues for a period of 15 days from the date of receipt of said written instructions, the Collateral Agent may be removed by the Required Secured Parties (excluding, for purposes of such calculation of Required Senior Parties only, the portion of the Obligations held by the Collateral Agent in its capacity as a Lender or a Senior Noteholder). In such event, the Required Secured Parties shall have the right to appoint a successor Collateral Agent subject to, if no Event of Default has occurred and is continuing, approval by the Company (such approval not to be unreasonably withheld or delayed).

Resignation or Termination of Collateral Agent. The Collateral Agent may resign as Collateral Agent upon not less than 60 30 days’ written notice to each of the holders (with a copy to the Company), such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunderSenior Creditors. In addition, the Required Holders any Senior Creditor may by written notice at any time remove the Collateral Agent, with or without cause, each at any time Agent for cause by giving written notice thereof thereof, including a description of the reason for such removal, to the Collateral Agent, such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as other Senior Creditors and the Collateral Agent hereunderCompany. Upon any such resignation resignation, or any such removal, the Required Holders Senior Creditors shall have the right to jointly appoint a successor Collateral Agent which meets the eligibility requirements of Section 23.14Agent. If no successor Collateral Agent shall have been so appointed appointed, and shall have accepted such appointment in writing within 60 30 days after the retiring Collateral Agent’s giving of notice of resignation or its removal, as the case may be, then any holder or the retiring Collateral Agent (unless the Collateral Agent is being removed)may, on behalf of the holders, may petition at the expense of the Company a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem properSenior Creditors, appoint a successor Collateral Agent meeting Agent, which shall be a commercial bank organized under the qualifications specified in Section 23.14. The holders laws of the Notes hereby consent United States of America or of any state thereof with the legal capacity to act as Collateral Agent hereunder and having a combined capital, surplus and undivided profits of not less than $100,000,000, and the Company agrees to pay such petition reasonable fees and appointment so long expenses of any such commercial bank as shall be necessary to induce such criteria are metcommercial bank to agree to become a successor Collateral Agent hereunder. Upon acceptance of appointment as Collateral Agent, such successor shall thereupon Table of Contents and forthwith succeed to and become vested with all the rights, powers and privileges, immunities and duties of the retiring Collateral Agent, and the retiring Collateral Agent, upon the signing, transferring and setting over to such successor Collateral Agent all rights, moneys and other collateral held by it in its capacity as Collateral Agent, shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation or removal as Collateral Agent, the provisions of this Section 23, 5 shall inure to its benefit govern as to any actions taken or omitted to be taken by it while it acted as Collateral Agent.

Resignation or Termination of Collateral Agent. The Collateral Agent may resign as Collateral Agent upon not less than 60 30 days’ written notice to each of the holders (with a copy to the Company), such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunderSenior Creditors. In addition, the Required Holders any Senior Creditor may by written notice at any time remove the Collateral Agent, with or without cause, each at any time Agent for cause by giving written notice thereof thereof, including a description of the reason for such removal, to the Collateral Agent, such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as other Senior Creditors and the Collateral Agent hereunderCompany. Upon any such resignation resignation, or any such removal, the Required Holders Senior Creditors shall have the right to jointly appoint a successor Collateral Agent which meets the eligibility requirements of Section 23.14Agent. If no successor Collateral Agent shall have been so appointed appointed, and shall have accepted such appointment in writing within 60 30 days after the retiring Collateral Agent’s giving of notice of resignation or its removal, as the case may be, then any holder or the retiring Collateral Agent (unless the Collateral Agent is being removed)may, on behalf of the holders, may petition at the expense of the Company a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem properSenior Creditors, appoint a successor Collateral Agent meeting Agent, which shall be a commercial bank organized under the qualifications specified in Section 23.14. The holders laws of the Notes hereby consent United States of America or of any state thereof with the legal capacity to act as Collateral Agent hereunder and having a combined capital, surplus and undivided profits of not less than $100,000,000, and the Company agrees to pay such petition reasonable fees and appointment so long expenses of any such commercial bank as shall be necessary to induce such criteria are metcommercial bank to agree to become a successor Collateral Agent hereunder. Upon acceptance of appointment as Collateral Agent, such successor shall thereupon and forthwith succeed to and become vested with all the rights, powers and privileges, immunities and duties of the retiring Collateral Agent, and the retiring Collateral Agent, upon the signing, transferring and setting over to such successor Collateral Agent all rights, moneys and other collateral held by it in its capacity as Collateral Agent, shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation or removal as Collateral Agent, the provisions of this Section 235, shall inure to its benefit govern as to any actions taken or omitted to be taken by it while it acted as Collateral Agent.

Resignation or Termination of Collateral Agent. The Collateral Agent may resign as Collateral Agent upon not less than 60 90 days’ ' written notice to each of the holders Senior Creditors (with a copy copies to the Company), such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunder. In addition, the Required Holders may remove the Collateral Agent, with or without cause, each at any time by giving written notice thereof to the Collateral Agent, such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereundermay be removed for cause (provided, however that if a Default or an Event of Default shall have occurred and be continuing under any Credit Document, then the Collateral Agent may be removed for any negligent act or for any conflict otherwise occurring in connection therewith) by the vote of (i) either (a) Noteholders holding in the aggregate at least 66 2/3 % of the principal amount of the Note Agreement Obligations then outstanding or (b) Senior Bank Lenders holding in the aggregate at least 66 2/3% of the Commitments (or if the Commitments have been terminated, the outstanding Credit Agreement Obligations) or (ii) the Majority Senior Creditors. Upon any such resignation or removal, the Required Holders Majority Senior Creditors shall have the right to appoint a successor Collateral Agent which meets the eligibility requirements of Section 23.145.6. If no successor Collateral Agent shall have been so appointed and shall have accepted such appointment in writing within 60 90 days after the retiring Collateral Agent’s 's giving of notice of resignation or its removal, then any holder or the retiring Collateral Agent (unless the Collateral Agent is being removed)may, on behalf of the holders, may petition at the expense of the Company a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem properSenior Creditors, appoint a successor Collateral Agent meeting which meets the qualifications specified in eligibility requirements of Section 23.14. The holders 5.6, and which is approved by the Credit Parties, which approval shall not be unreasonably withheld (provided that no approval shall be required hereunder if an Event of Default has occurred and is continuing) and the Notes hereby consent Credit Parties agree to pay such petition reasonable fees and appointment so long expenses of any such appointee as shall be necessary to induce such criteria are metappointee to agree to become a successor Collateral Agent hereunder. Upon acceptance of appointment as Collateral Agent, such successor shall thereupon and forthwith succeed to and become vested with all the rights, powers and privileges, immunities and duties of the retiring Collateral Agent, and the retiring Collateral Agent, upon the signing, transferring and setting over to such successor Collateral Agent all rights, moneys monies and other collateral held by it in its capacity as Collateral Agent, shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s 's resignation or removal as Collateral Agent, the provisions of this Section 23, 5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it acted as Collateral Agent.

Resignation or Termination of Collateral Agent. The Collateral Agent may resign as Collateral Agent upon not less than 60 days’ written notice to each of the holders Noteholders (with a copy copies to the CompanyCredit Parties), such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunder. In addition, the Required Holders may remove the Collateral Agent, with or without cause, each Agent at any time by giving written notice thereof to the Collateral Agent, such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunder. Upon any such resignation or removal, the Required Holders shall have the right to appoint a successor Collateral Agent which meets the eligibility requirements of Section 23.145.7. If no successor Collateral Agent shall have been so appointed and shall have accepted such appointment in writing within 60 30 days after the retiring Collateral Agent’s giving of notice of resignation or its removal, then any holder or the retiring Collateral Agent (unless the Collateral Agent is being removed)may, on behalf of the holders, may petition at the expense of the Company a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem properNoteholders, appoint a successor Collateral Agent meeting which meets the qualifications specified in eligibility requirements of Section 23.14. The holders 5.7, and the Credit Parties agree to pay such reasonable fees and expenses of the Notes hereby consent any such appointee as shall be necessary to induce such petition and appointment so long as such criteria are metappointee to agree to become a successor Collateral Agent hereunder. Upon acceptance of appointment as Collateral Agent, such successor shall thereupon and forthwith succeed to and become vested with all the rights, powers and privileges, immunities and duties of the retiring Collateral Agent, and the retiring Collateral Agent, upon the signing, transferring and setting over to such successor Collateral Agent all rights, moneys and other collateral held by it in its capacity as Collateral Agent, shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation or removal as Collateral Agent, the provisions of this Section 23, 5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it acted as Collateral Agent.

Resignation or Termination of Collateral Agent. The Collateral Agent may resign as Collateral Agent upon not less than 60 days’ ' written notice to each of the holders Creditors (with a copy copies to the CompanyCredit Parties), such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunder. In addition, the Required Holders Majority Creditors may remove the Collateral Agent, with or without cause, each Agent at any time by giving written notice thereof to the Collateral Agent, such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunder. Upon any such resignation or removal, the Required Holders Majority Creditors shall have the right to appoint a successor Collateral Agent which meets the eligibility requirements of Section 23.145.7. If no successor Collateral Agent shall have been so appointed and shall have accepted such appointment in writing within 60 30 days after the retiring Collateral Agent’s 's giving of notice of resignation or its removal, then any holder or the retiring Collateral Agent (unless the Collateral Agent is being removed)may, on behalf of the holders, may petition at the expense of the Company a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem properCreditors, appoint a successor Collateral Agent meeting which meets the qualifications specified in eligibility requirements of Section 23.14. The holders 5.7, and the Credit Parties agree to pay such reasonable fees and expenses of the Notes hereby consent any such appointee as shall be necessary to induce such petition and appointment so long as such criteria are metappointee to agree to become a successor Collateral Agent hereunder. Upon acceptance of appointment as Collateral Agent, such successor shall thereupon and forthwith succeed to and become vested with all the rights, powers and privileges, immunities and duties of the retiring Collateral Agent, and the retiring Collateral Agent, upon the signing, transferring and setting over to such successor Collateral Agent all rights, moneys and other collateral held by it in its capacity as Collateral Agent, shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s 's resignation or removal as Collateral Agent, the provisions of this Section 235, shall inure to its benefit as to any actions taken or omitted to be taken by it while it acted as Collateral Agent.

Resignation or Termination of Collateral Agent. The Collateral Agent may resign as Collateral Agent upon not less than 60 days’ written notice to each of the holders (with a copy to the Company), such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunder. In addition, the Required Holders may remove the Collateral Agent, with or without cause, each at any time by giving written notice thereof to the Collateral Agent, such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunder. Upon any such resignation or removal, the Required Holders shall have the right to appoint a successor Collateral Agent which meets the eligibility requirements of Section 23.14. If no successor Collateral Agent shall have been so appointed and shall have accepted such appointment in writing within 60 days after the retiring Collateral Agent’s giving of notice of resignation or its removal, then any holder or the retiring Collateral Agent (unless the Collateral Agent is being removed), on behalf of the holders, may petition at the expense of the Company 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 in this Section 23.14. The holders of the Notes hereby consent to such petition and appointment so long as such criteria are met. Upon acceptance of appointment as Collateral Agent, such successor shall thereupon and forthwith succeed to and become vested with all the rights, powers and privileges, immunities and duties of the retiring Collateral Agent, and the retiring Collateral Agent, upon the signing, transferring and setting over to such successor Collateral Agent all rights, moneys and other collateral held by it in its capacity as Collateral Agent, shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation or removal as Collateral Agent, the provisions of this Section 23, shall inure to its benefit as to any actions taken or omitted to be taken by it while it acted as Collateral Agent.