Common use of Resignation; Removal Clause in Contracts

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days prior written notice thereof to the Lenders and the Company. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent and the successor's acceptance of such appointment, that 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 Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Agreement.

Resignation; Removal. The Collateral Agent From and after the date when Shares are first sold pursuant to an initial registered public offering and subject to any voting powers of one or more classes or series of Shares as set forth in this Declaration or in the Bylaws or by resolution of the Board of Trustees, any vacancies occurring in the Board of Trustees may resign at any time be filled by giving 90 days prior written notice thereof the Trustees as set forth below. Prior to the Lenders and the Company. The Collateral Agent also agrees date when Shares are first sold pursuant to resign within 90 days after written notice an initial registered public offering, subject to any limitations imposed by the Company requesting 1940 Act or other applicable law, any vacancies occurring in the resignation Board of Trustees may be filled by the Trustees without any action by or meeting of Shareholders. From and after the date when Shares are first sold pursuant to an initial registered public offering and subject to any voting powers of one or more classes or series of Shares as set forth in this Declaration or in the Bylaws or by resolution of the Collateral Agent provided that no Default has occurred Board of Trustees, and is continuing at subject to any limitations imposed by the time of such request. In addition1940 Act or other applicable law, any vacancy occurring in the event Board of Trustees that results from an increase in the Collateral Agent fails number of Trustees may be filled by a majority of the entire Board of Trustees, and any other vacancy occurring in the Board of Trustees may be filled by a majority of the Trustees then in office, whether or not sufficient to perform its obligations under this Security Agreement in constitute a quorum, or by a sole remaining Trustee; PROVIDED, HOWEVER, that if the Shareholders of any material manner and fails class or series of Shares are entitled separately to correct its performance within 30 days elect one or more Trustees, a majority of receipt the remaining Trustees elected by that class or series or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of written notice of such failure given Trustees elected by that class or series. A Trustee elected by the Credit Agent at Board of Trustees (or a group of Trustees or a single Trustee, as the request case may be, as provided herein) to fill any vacancy occurring in the Board of not less than Trustees shall serve until the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction next annual meeting of not less than the Required Lenders. Upon any such resignation or removal: (i) so long as there has not occurred Shareholders and is continuing a Default, the Company shall appoint (which appointment until his successor shall be subject to the approval of the Required Lenderselected and shall qualify, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent and the successor's acceptance of such appointment, that 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 Security Agreement; providedsubject, however, to prior death, resignation, retirement, disqualification or removal from office. At any annual meeting of Shareholders, any Trustee elected to fill any vacancy occurring in the Board of Trustees that has arisen since the retiring Collateral Agent preceding annual meeting of Shareholders (whether or not any such vacancy has been filled by election of a new Trustee by the Board of Trustees (or a group of Trustees or a single Trustee, as the case may be, as provided herein)) shall not be discharged from any liability as hold office for a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection term which coincides with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit remaining term of the Secured Parties Class of Trustee to which such office was previously assigned, if such vacancy arose other than by an increase in the number of Trustees, and until his successor shall be elected and shall qualify. In the event such Pledged Items vacancy arose due to an increase in the number of Trustees, any Trustee so elected to fill such vacancy at an annual meeting shall hold office for a term which coincides with that of the Class of Trustee to which such office has been apportioned as heretofore provided, and security interest have been effectively transferred to the until his successor agent. After the resignation shall be elected and shall qualify or removal of any Collateral Agent hereunderuntil he or she sooner dies, the provisions of this Security Agreement shall inure to its benefit as to any actions taken resigns, retires, or omitted to be taken by it while it was the Collateral Agent under this Security Agreementis disqualified or removed from office.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 sixty (60) days prior written notice thereof to the Lenders Banks and the CompanyBorrower. The Collateral Agent also agrees Required Banks (determined without regard to resign within 90 days after written notice Notes and Commitments held by the Company requesting Bank which is the resignation Agent) may remove the Agent upon 30 days' prior notice to the Agent after the occurrence of one of the Collateral following (unless cured within the 30 day period): (a) a material uncured default by the Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event performance of its duties; (b) the Collateral failure of the Agent, as a Bank, to advance its pro-rata share of the Loans in accordance with this Credit Agreement; or (c) the appointment of a receiver for the Agent fails to perform its obligations under this Security Agreement in or the assumption of the Agent's operations by any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by federal regulatory agency with jurisdiction over the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required LendersAgent. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders Banks shall have the right to appoint a successor agent for Agent. Unless a Default or Event of Default shall have occurred and be continuing, such Collateral successor Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred reasonably acceptable to the new Collateral Borrower. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 thirty (30) days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent's giving of notice of resignation, then the retiring Agent shall may, on behalf of the Banks, appoint a successor Collateral Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of hereunder by a successor Collateral Agent and the successor's acceptance of Agent, such appointment, that 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 Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agenthereunder. After the resignation or removal of any Collateral Agent hereunderretiring Agent's resignation, the provisions of this Security Credit Agreement and the other Loan Documents shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Agreementacting as Agent.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days 60 days’ prior written notice thereof to the Lenders and the CompanyBorrower. The Collateral Required Lenders may remove the Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral from its capacity as Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails for failure to perform its material obligations under this Security Agreement in provided that the Required Lenders shall have given prior written notice to the Agent of its failure to perform any of its material manner obligations under this Agreement and fails to correct its performance such failure shall not have been cured within 30 thirty (30) calendar days of after receipt of written notice of such failure given by the Credit Agent at the request of (or such failure cannot less than the Required Lendersreasonably be cured within such thirty (30) day period, then the Collateral Agent within such longer period of time as may be removed upon 30 days written notice given by the Credit necessary to complete such cure so long as Agent at the direction of not less than the Required Lenderscommences such cure within such thirty (30) day period and thereafter diligently pursues such cure to completion). Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall have the right to appoint as a successor agent for Agent any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by ▇▇▇▇▇’▇ or not less than “A2” or its equivalent by S&P and which has a net worth of not less than $500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such Collateral successor Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred reasonably acceptable to the new Collateral Borrower. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after such acceptance. If the Company and/or retiring Agent’s giving of notice of resignation or its removal, then the Required retiring or removed Agent may, on behalf of the Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by ▇▇▇▇▇’▇ or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000. Upon the acceptance of any appointment as Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of hereunder by a successor Collateral Agent and the successor's acceptance of Agent, such appointment, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral or removed Agent, and the retiring Collateral or removed Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the hereunder as Agent thereafter arising. After any retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its removed Agent’s resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement and the other Loan Documents shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Notwithstanding anything herein to the Collateral contrary, in the event that the Lender that is also the Agent shall at any time hold a Commitment less than $10,000,000.00, then such Agent shall promptly provide written notice thereof to the Lenders and the Required Lenders shall have the right, to be exercised within fifteen (15) days of delivery of such notice by such Agent, to elect to remove such Agent as Agent and replace such Agent as Agent under the Loan Documents, subject to the terms of this Security Agreement§14.9.

Resignation; Removal. (a) The Collateral Escrow Agent may resign at any time by giving 90 days prior written notice thereof to the Lenders and the Company. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent and the successor's acceptance of such appointment, that 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 at any time under this Security AgreementEscrow Agreement by providing written notice to the Company. Such resignation shall be effective on the date set forth in such written notice, which shall be no earlier than thirty (30) days after such written notice has been furnished; provided, however, that the retiring Collateral Agent such resignation shall not be discharged effective until a sucessor escrow agent is appointed in accordance with this Section 1.12 accepts such appointment in accordance with Section 1.12(c) below and the Escrow Funds have been delivered to an account or accounts designated by the successor escrow agent in a manner reasonably acceptable to the successor escrow agent and the Company, or until another disposition of the subject matter has been agreed upon by the parties. Thereafter, the Escrow Agent shall have no further obligation except to hold the Escrow Funds as depository and cooperate reasonably in the transfer of the Escrow Funds to a successor escrow agent. The Company shall promptly appoint a successor escrow agent. The Escrow Agent shall refrain from taking any liability action until it shall a Written Direction designating the successor escrow agent. However, in the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective as specified in the notice of resignation, the Escrow Agent shall be entitled to the Escrow Agent may, upon ten (10) Business Days’ notice to the Company, appoint a result successor, provided that such successor accepts such appointment and delivery of its the Escrow Funds in accordance with this Section 1.12(a) and Section 1.12(c) below and is reasonably acceptable to the Issuer. Notwithstanding the foregoing, Escrow Agent shall at all times have a duty to keep the subject matter whole. (b) The Company shall have the right to terminate the appointment of the Escrow Agent upon thirty (30) days’ written notice to the Escrow Agent specifying the date upon which such termination shall take effect. Thereafter, the Escrow Agent shall have no further obligation except to hold the Escrow Funds as depository and cooperate reasonably in the transfer of the Escrow Funds to a successor escrow agent. The Escrow Agent shall refrain from taking any action until it shall receive a joint written notice designating the successor escrow agent. However, in the event no successor escrow agent has been appointed on or its directors'prior to the date such termination is to become effective, officers'the Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction all funds, agents' or employees' gross negligence or willful misconduct in connection with equity and other property then held by the performance Escrow Agent hereunder and the Escrow Agent shall thereupon be relieved of its all further duties and obligations under this Security Agreement prior Escrow Agreement. (c) The successor escrow agent appointed by the Company shall execute, acknowledge and deliver to the effective date of Escrow Agent and the other parties an instrument in writing accepting its resignation or removal. Notwithstanding the foregoingappointment hereunder, and thereafter, the Collateral Escrow Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit deliver all of the Secured Parties until such Pledged Items then-remaining balance of the Escrow Funds, less any fees and security interest have been effectively transferred expenses then incurred by and unpaid to the Escrow Agent, to such successor agent. After escrow agent in accordance with the resignation or removal joint written notice of any Collateral Agent hereunderthe Company and upon receipt of the Escrow Funds, the successor escrow agent shall be bound by all of the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Escrow Agreement.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days thirty (30) calendar days’ prior written notice thereof to the Lenders and the CompanyBorrower. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed as Agent by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days days’ prior written notice given if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the Credit Agent at course of performing its duties hereunder or (ii) has become or is insolvent or has become the direction subject of not less than the Required Lendersa bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by ▇▇▇▇▇’▇ or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such approval successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not to be unreasonably withheld or delayed). If no successor Agent shall have been appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, a successor agent for such Collateral Agentthen the retiring Agent may, and (ii) following on behalf of the occurrence and during the continuance of a DefaultLenders, the Required Lenders shall appoint a successor agent for Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by ▇▇▇▇▇’▇ or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such Collateral successor Agent who is in shall be reasonably acceptable to the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular businessBorrower, which acceptance shall not be unreasonably withheld or delayed. Following Upon the appointment and acceptance of a successor Collateral any appointment as Agent, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent and the successor's acceptance of such appointment, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral or removed Agent, and the retiring Collateral or removed Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the hereunder as Agent. After any retiring Collateral Agent shall not be discharged from any liability as a result of its Agent’s resignation or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement and the other Loan Documents shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Upon any change in the Collateral Agent under this Security Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days thirty (30) calendar days’ prior written notice thereof to the Lenders and the CompanyBorrowers; provided, however, that unless a Default or Event of Default shall have occurred and be continuing, no such resignation shall be permitted without Borrowers’ consent, such consent not to be unreasonably conditioned, withheld or delayed. The Collateral Majority Lenders may remove the Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event of the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required LendersAgent’s gross negligence or willful misconduct. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be Majority Lenders, subject to the approval terms of §18.1, shall have the Required Lenders, such approval not right to be unreasonably withheld or delayed), appoint as a successor agent for Agent any Lender or any bank whose senior debt obligations are rated not less than “A3” or its equivalent by ▇▇▇▇▇’▇ Investors Service, Inc. or not less than “A-” or its equivalent by Standard & Poor’s corporation and which has a net worth of not less than $500,000,000. Any such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders resignation or removal shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the be effective upon appointment and acceptance of a successor Collateral Agent, agent selected by the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptanceMajority Lenders. If no successor Agent shall have been appointed and shall have accepted such appointment, then the Company and/or retiring Agent may, on behalf of the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent, which shall be a bank whose debt obligations are rated not less than “A3” or its equivalent by ▇▇▇▇▇’▇ Investors Service, Inc. or not less than “A-” or its equivalent by Standard & Poor’s Corporation and which has a net worth of not less than $500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent who is in shall be reasonably acceptable to the business Borrowers. Upon the acceptance of acting any appointment as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of Agent hereunder by a successor Collateral Agent and the successor's acceptance of Agent, such appointment, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral or removed Agent, and the retiring Collateral or removed Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the hereunder as Agent. After any retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its Agent’s resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunderAgent, the provisions of this Security Agreement and the other Loan Documents shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Agreementacting as Agent.

Resignation; Removal. (a) The Collateral Escrow Agent may resign as escrow agent under this Agreement and thereby become discharged from the obligations hereby created at any time upon notice in writing given to Technest, Genex and the Seller. Such resignation shall be effective as of the date set forth in such notice. Thereafter, Escrow Agent shall have no further obligation hereunder except to hold the Escrow Shares pending delivery to the successor escrow agent in accordance with SECTION 3.1(C) or the clerk of a court in accordance with SECTION 3.1(D). (b) The Escrow Agent may be removed at any time by giving 90 days prior written notice thereof an instrument in writing delivered to the Lenders Escrow Agent and signed by Technest Genex and the CompanySeller. The Collateral Thereafter, Escrow Agent also agrees shall have no further obligation hereunder except to resign within 90 days after written hold the Escrow Shares pending delivery to the successor escrow agent in accordance with SECTION 3.1(C) or the clerk of a court in accordance with SECTION 3.1(D). (c) If at any time hereafter the Escrow Agent shall give notice by of its resignation pursuant to SECTION 3.1(A) hereof, shall be removed pursuant to SECTION 3.1(B) hereof, or shall be dissolved or otherwise become incapable of acting, or the Company requesting the resignation position of the Collateral Escrow Agent provided shall become vacant for any other reason, Technest, Genex and the Seller agree that no Default has occurred they will jointly and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall promptly appoint a successor agent for escrow agent. Upon such Collateral Agent who is appointment such successor shall execute, acknowledge and deliver to its predecessor, and also to Technest, Genex and the Seller an instrument in writing accepting such appointment hereunder and agreeing to be bound by the business terms and provisions of acting as a collateral agent for mortgage warehouse lenders as a part of its regular businessthis Agreement. Following the appointment and acceptance of a Thereupon such successor Collateral Escrow Agent, the Collateral without any further act, shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent and the successor's acceptance of such appointment, that successor Collateral Agent shall thereupon succeed to and become fully vested with all the rights, immunities, and powers, privileges and duties shall be subject to all of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the retiring Collateral of its predecessor and such predecessor Escrow Agent shall promptly deliver the Escrow Shares to such successor. (d) In the event that a successor Escrow Agent has not been appointed within 30 days of the date of any such resignation, removal, dissolution, incapacity or vacancy, the Escrow Agent's sole responsibility shall thereafter be discharged from to hold the Escrow Shares until the earlier of its receipt of designation of a successor Escrow Agent, a joint written instruction by Technest, Genex and the Seller, or termination of this Agreement in accordance with its terms. (e) In the event the Escrow Agent is merged or consolidated with any liability other entity, and as a result thereof the Escrow Agent ceases to exist as a separate entity or if the Escrow Agent sells all or substantially all of its business to another entity, then such surviving or its directors'acquiring entity, officers'without any further act, agents' or employees' gross negligence or willful misconduct in connection shall become fully vested with all the performance rights, immunities, and powers, and shall be subject to all of its the duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security AgreementEscrow Agent.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days thirty (30) calendar days’ prior written notice thereof to the Lenders and the CompanyBorrower. The Collateral Required Lenders (excluding for the purposes hereof the Commitment of the Lender acting as Agent) may remove the Agent also agrees to resign in the event of (a) a material breach by Agent in the performance of its duties hereunder which is not cured within 90 thirty (30) days after written notice by thereof to the Company requesting the Agent or (b) Agent’s gross negligence or willful misconduct. Any such resignation of the Collateral Agent provided that no Default has occurred or removal may at Agent’s option also constitute Agent’s resignation as Issuing Lender and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lendersas Swing Loan Lender. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by ▇▇▇▇▇’▇ or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such approval successor Agent and, if applicable, Issuing Lender and Swing Loan Lender shall be reasonably acceptable to the Borrower, which acceptance shall not to be unreasonably withheld or delayed). If no successor Agent and, a successor agent for if applicable, Issuing Lender and Swing Loan Lender shall have been appointed and shall have accepted such Collateral appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, and (ii) following then the occurrence and during retiring Agent may, on behalf of the continuance of a DefaultLenders, the Required Lenders shall appoint a successor agent for Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by ▇▇▇▇▇’▇ or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such Collateral Agent who is in successor Agent, and, if applicable, successor Issuing Lender and successor Swing Loan Lender shall be reasonably acceptable to the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular businessBorrower, which acceptance shall not be unreasonably withheld or delayed. Following Upon the appointment and acceptance of any appointment as Agent and, if applicable, Issuing Lender and Swing Loan Lender hereunder by a successor Collateral AgentAgent and, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as if applicable, are unable to agree on the appointment of a Issuing Lender and Swing Loan Lender, such successor agent by a date 10 days prior to the effective date of such resignation or removalAgent and, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent if applicable, Issuing Lender and the successor's acceptance of such appointment, that successor Collateral Agent Swing Loan Lender shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agentor removed Agent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring Collateral or removed Agent shall be discharged from its duties and obligations under this Security Agreement; providedhereunder as Agent and, howeverif applicable, that the Issuing Lender and Swing Loan Lender. After any retiring Collateral Agent shall not be discharged from any liability as a result of its Agent’s resignation or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement and the other Loan Documents shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Agent, Issuing Lender and Swing Loan Lender. If the Collateral resigning or removed Agent shall also resign as the Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing Lender, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Security Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent.

Resignation; Removal. (a) The Collateral Agent Agent: (a) may resign at any time by giving 90 days as Collateral Agent under all of the Transaction Documents upon thirty (30) calendar days’ prior written notice thereof to the Lenders and the Company. The Collateral Agent also agrees to resign within 90 days after Borrowers of such resignation, specifying the date when such resignation shall take effect and (b) may be removed at any time with or without cause by the Lenders and the Borrowers by providing no less than thirty (30) calendar days’ prior written notice by the Company requesting the resignation of to the Collateral Agent provided that no Default has occurred and is continuing at specifying the time of date upon which such request. In additiontermination shall take effect, and, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner each case of clauses (a) and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders(b), then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, removal shall take effect upon receipt by the Company shall appoint (which appointment shall be subject to the approval Administrative Agent of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance an instrument of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent executed by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in accordance with the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular businessfollowing sentence. After If the appointment of a successor Collateral Agent and the successor's acceptance of such appointment, that successor Collateral Agent shall thereupon resign or be removed as the Collateral Agent, then a successor agent shall be appointed for the Secured Parties by the Administrative Agent, whereupon such successor agent shall 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 the 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 and obligations under this Security Agreement; providedpossession to such successor Collateral Agent) or any of the other Secured Parties. If no successor Collateral Agent shall have been so appointed by the Administrative Agent within thirty (30) days of the Collateral Agent’s resignation or removal, however, that then the retiring Collateral Agent shall not be discharged from any liability as may apply to a result court of its or its directors'competent jurisdiction to appoint a successor Collateral Agent. In addition, officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the after resignation or removal of any hereunder as Collateral Agent hereunderAgent, the provisions of this Security Agreement shall continue to inure to its the former Collateral Agent’s benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security AgreementAgent.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days 60 days' prior written notice thereof to the Lenders and the CompanyBorrower. The Collateral Required Lenders may remove the Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral from its capacity as Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails for failure to perform its material obligations under this Security Agreement in provided that the Required Lenders shall have given prior written notice to the Agent of its failure to perform any of its material manner obligations under this Agreement and fails to correct its performance such failure shall not have been cured within 30 thirty (30) calendar days of after receipt of written notice of such failure given by the Credit Agent at the request of (or such failure cannot less than the Required Lendersreasonably be cured within such thirty (30) day period, then the Collateral Agent within such longer period of time as may be removed upon 30 days written notice given by the Credit necessary to complete such cure so long as Agent at the direction of not less than the Required Lenderscommences such cure within such thirty (30) day period and thereafter diligently pursues such cure to completion). Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall have the right to appoint as a successor agent for Agent any Lender or any financial institution whose senior debt obligations are rated not less than "A2" or its equivalent by Moody's or not less than "A2" or its equivalent by S&P and which has ▇ ▇▇▇ ▇orth of not less than $500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such Collateral successor Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred reasonably acceptable to the new Collateral Borrower. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after such acceptance. If the Company and/or retiring Agent's giving of notice of resignation or its removal, then the Required retiring or removed Agent may, on behalf of the Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than "A2" or its equivalent by Moody's or not less than "A" or its equivalent by S&P and which has a ▇▇▇ ▇▇rth of not less than $500,000,000. Upon the acceptance of any appointment as Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of hereunder by a successor Collateral Agent and the successor's acceptance of Agent, such appointment, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral or removed Agent, and the retiring Collateral or removed Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the hereunder as Agent thereafter arising. After any retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its removed Agent's resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement and the other Loan Documents shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Agreementacting as Agent.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days prior written notice thereof to the Lenders Credit Agent and the Company. The Collateral Agent also agrees to resign within 90 60 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Event of Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a an Event of Default, the Company shall appoint from among the Lenders (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a an Event of Default, the Required Lenders shall appoint from among the Lenders, a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular businessAgent. Following the appointment and acceptance of a successor Collateral Agent, Agent the Credit Agent shall notify the Collateral Agent as to who the successor Collateral Agent is and the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date expiration of such resignation or removalany of the time periods set forth above, the retiring Collateral Credit Agent (or an Affiliate thereof designated by the Credit Agent) shall appoint be deemed a successor Collateral Agent who is in until the business appointment of acting as and acceptance by a collateral agent for mortgage warehouse lenders as a part different successor Collateral Agent, and the Collateral Agent shall be permitted to transfer all the Collateral held by the Collateral Agent to the Credit Agent (or an Affiliate thereof designated by the Credit Agent) within 30 days after the of its regular businessthe applicable time period set forth above. After Within 30 days after the appointment of a successor Collateral Agent and the successor's acceptance of such appointment, that 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 Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Agreement.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days prior written notice thereof Subject to the Lenders and the Company. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agentas provided below, the Collateral shall be transferred to acting Administrative Agent may resign by notifying the new Collateral Agent within Lenders and the Borrowers not less than 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or may be removed by the Borrowers in their sole discretion at any time by notifying the Administrative Agent and the other Lenders. Upon any such resignation or removal, the retiring Collateral Agent Required Lenders shall have the right to appoint a successor Collateral acceptable to the Borrowers, which successor shall be a Lender that is a bank having a combined capital and surplus of at least $500,000,000 or an affiliate of any such bank. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the delivery of notice of resignation by or removal of the existing Administrative Agent who is pursuant to the first sentence of this Section 11.11, then the existing Administrative Agent (in the business case of acting as a collateral agent for mortgage warehouse lenders as a part resignation by the existing Administrative Agent) or the Borrowers (in the case of its regular business. After removal by the appointment Borrowers of the existing Administrative Agent) may, on behalf of the Lenders, appoint a successor Collateral Agent and satisfying the successor's requirements set forth above. Upon the acceptance of any appointment hereunder by a successor Lender, such appointment, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral or removed Administrative Agent, and the retiring Collateral or removed Administrative Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agenthereunder. After the an Administrative Agent's resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement Article XI and Section 12.06 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Agreementacting as Administrative Agent.

Resignation; Removal. The Collateral Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving 90 days prior written notice thereof to notifying the Lenders and the Company. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred Borrower and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given at any time with or without cause by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company Required Lenders shall have the right to appoint (which appointment shall be subject to a successor with the approval consent of the Required Lenders, such approval Borrower (not to be unreasonably withheld or delayedand not required if an Event of Default has occurred and is continuing), a . If no successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, shall have been so appointed by the Required Lenders and approved by the Borrower and shall appoint a successor agent for have accepted such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or retiring Administrative Agent gives notice of its resignation or the Required LendersLenders give notice of their removal of the Administrative Agent, as applicablethen the outgoing Administrative Agent may, are unable on behalf of the Lenders with the consent of the Borrower (not to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removalbe unreasonably withheld), the retiring Collateral Agent shall appoint a successor Collateral Administrative Agent who is which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. Upon the business acceptance of acting any appointment as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of Administrative Agent hereunder by a successor Collateral Agent and the successor's acceptance of bank, such appointment, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, outgoing Administrative Agent and the retiring Collateral outgoing Administrative Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agenthereunder. After the any such Administrative Agent's resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement Article and Section 9.5 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Agreementacting as Administrative Agent.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days 60 days' prior written notice thereof to the Lenders and the CompanyBorrower. The Collateral Required Lenders may remove the Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral from its capacity as Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails for failure to perform its material obligations under this Security Agreement in provided that the Required Lenders shall have given prior written notice to the Agent of its failure to perform any of its material manner obligations under this Agreement and fails to correct its performance such failure shall not have been cured within 30 thirty (30) calendar days of after receipt of written notice of such failure given by the Credit Agent at the request of (or such failure cannot less than the Required Lendersreasonably be cured within such thirty (30) day period, then the Collateral Agent within such longer period of time as may be removed upon 30 days written notice given by the Credit necessary to complete such cure so long as Agent at the direction of not less than the Required Lenderscommences such cure within such thirty (30) day period and thereafter diligently pursues such cure to completion). Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall have the right to appoint as a successor agent for Agent any Lender or any financial institution whose senior debt obligations are rated not less than "A2" or its equivalent by ▇▇▇▇▇'▇ or not less than "A2" or its equivalent by S&P and which has a net worth of not less than $500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such Collateral successor Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred reasonably acceptable to the new Collateral Borrower. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after such acceptance. If the Company and/or retiring Agent's giving of notice of resignation or its removal, then the Required retiring or removed Agent may, on behalf of the Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than "A2" or its equivalent by ▇▇▇▇▇'▇ or not less than "A" or its equivalent by S&P and which has a net worth of not less than $500,000,000. Upon the acceptance of any appointment as Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of hereunder by a successor Collateral Agent and the successor's acceptance of Agent, such appointment, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral or removed Agent, and the retiring Collateral or removed Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the hereunder as Agent thereafter arising. After any retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its removed Agent's resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement and the other Loan Documents shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Agreementacting as Agent.

Resignation; Removal. (a) The Collateral Escrow Agent may resign at any time and be discharged from its duties or obligations hereunder by giving 90 days 30 days' prior written notice thereof to the Lenders and the Company. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by resignation to WMI, KH Partners and the Credit FDIC, specifying a date when such resignation shall take effect; provided, that no such resignation shall be effective until a successor Escrow Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lendersshall have been appointed and shall have accepted its appointment in writing as hereinafter set forth. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Defaultnotice, KH Partners, the Company FDIC and WMI shall appoint (which appointment shall be subject use commercially reasonable efforts to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, mutually agree upon and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in Escrow Agent. If KH Partners, the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment FDIC and acceptance of WMI are unable to agree upon a successor Collateral Agent, the Collateral shall be transferred to the new Collateral Escrow Agent within 30 days after such acceptancenotice or such appointed Escrow Agent has not accepted such appointment in writing within such 30 day period, the Escrow Agent shall be entitled to appoint its successor, which shall be a commercial bank organized under the laws of the United States or any state thereof that has a combined capital and surplus of at least $1 billion. If Upon delivery of the Company and/or the Required LendersEscrow Property to successor Escrow Agent, as applicableEscrow Agent shall have no further duties, are unable to agree on the responsibilities or obligations hereunder. (b) Any successor Escrow Agent (whether succeeding a resigning or removed Escrow Agent) shall deliver a written acceptance of its appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removalresigning Escrow Agent, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent and the successor's acceptance of such appointmentWMI, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral AgentKH Partners, and the retiring Collateral FDIC, and immediately thereafter, (i) the resigning Escrow Agent shall be discharged from its duties transfer and obligations under this Security Agreement; provideddeliver the Escrow Fund to the successive Escrow Agent, however, that whereupon the retiring Collateral resignation of the resigning Escrow Agent shall become effective, and (ii) the successor Escrow Agent shall constitute the "Escrow Agent" for all purposes hereunder and all applicable provisions of this Agreement shall apply to the successor Escrow Agent as though it had been named herein. Any such resignation shall not be discharged relieve the resigning Escrow Agent from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement incurred by it hereunder prior to the effective date of its such resignation or removal. Notwithstanding the foregoing, the Collateral becoming effective. (c) The Escrow Agent shall continue to hold serve until its successor accepts the Pledged Items duties of Escrow Agent hereunder. KH Partners, the FDIC and WMI shall have the security interest created hereunder for right at any time upon their mutual consent to remove the benefit of the Secured Parties until such Pledged Items Escrow Agent and security interest have been effectively transferred substitute a new Escrow Agent, by giving 30 days' notice thereof to the then acting Escrow Agent. Any successor agent. After the resignation or removal of any Collateral Escrow Agent hereunder, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent appointed under this Security AgreementSection 14 shall be qualified to act as an escrow agent under applicable law.

Resignation; Removal. The Collateral Agent Trustee may resign and be discharged of the trust hereby created by giving not less than sixty (60) days written notice to NHSA JPS and Lender, and such resignation shall take effect not less than sixty (60) days after the delivery of such notice. Lender may remove the Trustee by giving not less than sixty (60) days’ written notice to the Trustee, and such removal shall take effect not less than sixty (60) days after the delivery of such notice. In case at any time by giving 90 days prior written notice thereof to the Lenders and the Company. The Collateral Agent also agrees to Trustee shall resign within 90 days after written notice by the Company requesting the resignation or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver or conservator of the Collateral Agent provided that no Default has occurred and is continuing at Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the time Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a vacancy shall be deemed to exist in the office of the Trustee. In the event of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed)vacancy, a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral Trustee shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lendersappointed by Lender, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent and the successor's acceptance of such appointment, that 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 Security Agreement; provided, however, that the retiring Collateral Agent until a new Trustee shall not be discharged from any liability appointed as a result aforesaid, NHSA JPS, by an instrument in writing executed by order of its Board of Directors, may appoint an interim Trustee to fill such vacancy until such new Trustee shall be appointed as hereinabove authorized. Any interim Trustee appointed by NHSA JPS shall, immediately and without further act, be superseded by a Trustee appointed by Lender as above provided. Every successor Trustee appointed pursuant to this paragraph shall be a bank or its directors'trust company in good standing and having power so to act, officers'incorporated under the laws of the United States of America or the State of California, agents' having an office in the San Francisco Bay area and having a capital and surplus of not less than $50,000,000, if there be such an institution willing, qualified and able to accept the trust upon reasonable or employees' gross negligence customary terms. Any successor Trustee appointed hereunder shall execute and deliver to their predecessors, NHSA JPS and Lender an instrument in writing accepting such appointment hereunder, and thereupon such successor Trustee, without any further act, deed or willful misconduct in connection conveyance, shall become fully vested with all the performance of its estates, properties, rights, powers, trusts, duties and obligations under this Security Agreement prior of its predecessor; but such predecessor shall, nevertheless, on the written request of NHSA JPS, Lender or any successor Trustee, upon payment of their charges and disbursements then unpaid, execute and deliver an instrument transferring to such successor Trustee all the estates, properties, rights, powers, trusts and duties of such predecessor hereunder and shall deliver all securities and monies held by it hereunder to such successor Trustee. If no appointment of successor Trustee shall have been made pursuant to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the foregoing provisions of this Security Agreement paragraph within six (6) months after a vacancy shall inure to its benefit as have occurred in the office the Trustee, any holder of any interest in the Note or any party hereto may apply to any actions taken court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Any corporation into which the Trustee may be merged, or omitted with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Trustee shall be taken by a party, or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, shall be the Trustee hereunder, provided it while it was otherwise qualifies, without the Collateral Agent under this Security Agreementexecution or filing of any paper or any further act on the part of the parties hereto.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days thirty (30) calendar days’ prior written notice thereof to the Lenders and the CompanyBorrower. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed as Agent by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days days’ prior written notice given if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the Credit Agent at course of performing its duties hereunder or (ii) has become or is insolvent or has become the direction subject of not less than the Required Lendersa bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by ▇▇▇▇▇’▇ or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such approval successor Agent and, if applicable, Issuing Lender and Swing Loan Lender shall be reasonably acceptable to the Borrower, which acceptance shall not to be unreasonably withheld or delayed). If no successor Agent and, a successor agent for if applicable, Issuing Lender and Swing Loan Lender shall have been appointed and shall have accepted such Collateral appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, and (ii) following then the occurrence and during retiring Agent may, on behalf of the continuance of a DefaultLenders, the Required Lenders shall appoint a successor agent for Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by ▇▇▇▇▇’▇ or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such Collateral Agent who is in successor Agent, and, if applicable, successor Issuing Lender and successor Swing Loan Lender shall be reasonably acceptable to the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular businessBorrower, which acceptance shall not be unreasonably withheld or delayed. Following Upon the appointment and acceptance of any appointment as Agent and, if applicable, Issuing Lender and Swing Loan Lender hereunder by a successor Collateral AgentAgent and, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as if applicable, are unable to agree on the appointment of a Issuing Lender and Swing Loan Lender, such successor agent by a date 10 days prior to the effective date of such resignation or removalAgent and, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent if applicable, Issuing Lender and the successor's acceptance of such appointment, that successor Collateral Agent Swing Loan Lender shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agentor removed Agent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring Collateral or removed Agent shall be discharged from its duties and obligations under this Security Agreement; providedhereunder as Agent and, howeverif applicable, that the Issuing Lender and Swing Loan Lender. After any retiring Collateral Agent shall not be discharged from any liability as a result of its Agent’s resignation or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement and the other Loan Documents shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Agent, Issuing Lender and Swing Loan Lender. If the Collateral resigning or removed Agent shall also resign as an Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit issued by such Issuing Lender, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the removed or resigned Issuing Lender, in either case, to assume effectively the obligations of the removed or resigned Agent with respect to such Letters of Credit. Upon any change in the Agent under this Security Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates (x) by giving the Borrower and each Lender prior written notice and (y) so long as no Default or Event of Default exists hereunder, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned); provided that, if ▇▇▇▇▇ Fargo Bank remains obligated to perform the rights and duties so assigned to such Affiliate, no consent of the Borrower shall be required for such assignment.

Resignation; Removal. The Collateral Securityholders’ Escrow Agent may resign at any time by giving 90 days prior written notice thereof to the Lenders and the Company. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) be removed by mutual consent of Parent and the Securityholders’ Representative, provided that the Indemnity Escrow Agent and Warrant Escrow Agent are also so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agentremoved, and (ii) following the occurrence and during the continuance of a Defaultresign at any time, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agenteach case, the Collateral shall be transferred upon giving at least 30 days’ prior written notice to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent Securityholders’ Representative and the successor's acceptance of such appointment, that 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 Security AgreementParent; provided, however, that no such resignation shall become effective until the retiring Collateral appointment of a successor escrow agent, which shall be accomplished as follows: Parent and the Securityholders’ Representative shall use their best efforts to mutually agree upon a successor agent within 30 days after the applicable party receives, or parties receive, such notice. If the parties fail to agree upon a successor escrow agent within such time, the Securityholders’ Representative, with the consent of Parent, which shall not be unreasonably withheld, conditioned or delayed, shall have the right to appoint a successor escrow agent. The successor escrow agent selected in the preceding manner shall execute and deliver an instrument accepting such appointment and becoming a party to this Agreement and it shall thereupon be deemed the Securityholders’ Escrow Agent hereunder and it shall without further acts be vested with all the estates, properties, rights, powers, and duties of the predecessor the Securityholders’ Escrow Agent as if originally named as the Securityholders’ Escrow Agent. If no successor escrow agent is named, the Securityholders’ Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent. Thereafter, the predecessor Securityholders’ Escrow Agent shall not be discharged from any liability as further duties and liabilities under this Agreement. If the Securityholders’ Escrow Agent is removed pursuant to clause (i) above, Parent and the Securityholders’ Representative shall appoint a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct successor escrow agent in connection accordance with the performance of its duties and obligations procedure set forth in this Section 9(f), provided that the successor escrow agent is the same as the successor escrow agent appointed under this Security the Indemnity Escrow Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit Warrant Escrow Agreement. The provisions of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After Section 9(d) shall survive the resignation or removal of any Collateral the Securityholders’ Escrow Agent hereunder, or the provisions termination of this Security Agreement Agreement. Nothing in this Section 9(f) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was affect Parent’s right under Section 8(g) of the Collateral Agent under this Security Warrant Escrow Agreement.

Resignation; Removal. The Collateral Warrant Escrow Agent may resign at any time by giving 90 days prior written notice thereof to the Lenders and the Company. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) be removed by mutual consent of Parent and the Securityholders’ Representative, provided that the Indemnity Escrow Agent and the Securityholders’ Escrow Agent are also so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agentremoved, and (ii) following the occurrence and during the continuance of a Defaultresign at any time, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agenteach case, the Collateral shall be transferred upon giving at least 30 days’ prior written notice to the new Collateral Warrant Escrow Agent within 30 days after such acceptance. If or Parent and the Company and/or the Required LendersSecurityholders’ Representative, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent and the successor's acceptance of such appointment, that 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 Security Agreement; provided, however, that no such resignation shall become effective until the retiring Collateral appointment of a successor escrow agent, which shall be accomplished as follows: Parent and the Securityholders’ Representative shall use their best efforts to mutually agree upon a successor agent within 30 days after the applicable party receives, or parties receive, such notice. If the parties fail to agree upon a successor escrow agent within such time, the Securityholders’ Representative, with the consent of Parent, which shall not be unreasonably withheld, conditioned or delayed, shall have the right to appoint a successor escrow agent. The successor escrow agent selected in the preceding manner shall execute and deliver an instrument accepting such appointment and becoming a party to this Agreement and it shall thereupon be deemed the Warrant Escrow Agent hereunder and it shall without further acts be vested with all the estates, properties, rights, powers, and duties of the predecessor the Warrant Escrow Agent as if originally named as the Warrant Escrow Agent. If no successor escrow agent is named, the Warrant Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent. Thereafter, the predecessor Warrant Escrow Agent shall not be discharged from any liability as further duties and liabilities under this Agreement. If the Warrant Escrow Agent is removed pursuant to clause (i) above, Parent and the Securityholders’ Representative shall appoint a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct successor escrow agent in connection accordance with the performance of its duties and obligations procedure set forth in clause (ii) above, provided that the successor escrow agent appointed is the same as the successor escrow agent appointed under this Security the Indemnity Escrow Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit Securityholders’ Representative Fund Escrow Agreement. The provisions of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After Section 8(d) shall survive the resignation or removal of any Collateral the Warrant Escrow Agent hereunder, or the provisions termination of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Agreement.

Resignation; Removal. (a) The Collateral Escrow Agent may resign at any time by giving 90 days prior written notice thereof to the Lenders and the Company. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent and the successor's acceptance of such appointment, that 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 at any time under this Security Agreement; providedEscrow Agreement by providing written notice to Buyer and the Sellers’ Representative. Such resignation shall be effective on the date set forth in such written notice, howeverwhich shall be no earlier than thirty (30) days after such written notice has been provided to Buyer and the Sellers’ Representative. Thereafter, that the retiring Collateral Escrow Agent shall not have no further obligation except to hold the Escrow Funds as depository and cooperate reasonably in the transfer of the Escrow Funds to a successor escrow agent. Buyer and the Sellers’ Representative shall promptly appoint a successor escrow agent. The Escrow Agent shall refrain from taking any action until it shall receive a Joint Written Instruction designating the successor escrow agent. However, in the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective, the Escrow Agent shall be discharged from entitled to tender into the custody of any liability as a result court of its or its directors'competent jurisdiction all funds, officers', agents' or employees' gross negligence or willful misconduct in connection with equity and other property then held by the performance Escrow Agent hereunder and the Escrow Agent shall thereupon be relieved of its all further duties and obligations under this Security Agreement Escrow Agreement. (b) ▇▇▇▇▇ and the Sellers’ Representative acting together shall have the right to terminate the appointment of the Escrow Agent upon thirty (30) days’ joint written notice to the Escrow Agent specifying the date upon which such termination shall take effect. Thereafter, the Escrow Agent shall have no further obligation except to hold the Escrow Funds as depository and cooperate reasonably in the transfer of the Escrow Funds to a successor escrow agent. The Escrow Agent shall refrain from taking any action until it shall receive a Joint Written Instruction designating the successor escrow agent. However, in the event no successor escrow agent has been appointed on or prior to the effective date of its resignation or removal. Notwithstanding the foregoingsuch termination is to become effective, the Collateral Escrow Agent shall continue be entitled to hold tender into the Pledged Items custody of any court of competent jurisdiction all funds, equity and other property then held by the Escrow Agent hereunder and the security interest created hereunder for Escrow Agent shall thereupon be relieved of all further duties and obligations under this Escrow Agreement. (c) In the benefit case of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the a resignation or removal of any Collateral Agent hereunderthe Escrow Agent, the provisions Escrow Agent shall have no responsibility for the appointment of this Security Agreement a successor escrow agent hereunder. The successor escrow agent appointed by ▇▇▇▇▇ and the Sellers’ Representative shall inure execute, acknowledge and deliver to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Agreement.Escrow

Resignation; Removal. (a) The Collateral Escrow Agent may resign and be discharged from it duties and obligations at any time under this Escrow Agreement by giving 90 days prior providing written notice thereof to the Lenders Acquirer and the CompanyMembers’ Agent. Such resignation shall be effective on the date set forth in such written notice, which shall be no earlier than thirty (30) days after such written notice has been furnished. Thereafter, the Escrow Agent shall have no further obligation except to hold the Escrow Fund as depository and cooperate reasonably in the transfer of the Escrow Fund to a successor escrow agent. Acquirer and the Members’ Agent shall promptly appoint a successor escrow agent. The Collateral Escrow Agent also agrees to resign within 90 days after written notice by shall refrain from taking any action until it shall receive a Joint Written Direction designating the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such requestsuccessor escrow agent. In additionHowever, in the event no successor escrow agent has been appointed on or prior to the Collateral date such resignation is to become effective, the Escrow Agent fails shall be entitled to perform its tender into the custody of any court of competent jurisdiction all funds, equity and other property then held by the Escrow Agent hereunder and the Escrow Agent shall thereupon be relieved of all further duties and obligations under this Security Agreement in any material manner Escrow Agreement. (b) Acquirer and fails the Members’ Agent acting together shall have the right to correct its performance within 30 days terminate the appointment of receipt of the Escrow Agent upon thirty (30) days’ joint written notice to the Escrow Agent specifying the date upon which such termination shall take effect. Thereafter, the Escrow Agent shall have no further obligation except to hold the Escrow Fund as depository and cooperate reasonably in the transfer of the Escrow Fund to a successor escrow agent. The Escrow Agent shall refrain from taking any action until it shall receive a Joint Written Direction designating the successor escrow agent. However, in the event no successor escrow agent has been appointed on or prior to the date such failure given termination is to become effective, the Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction all funds, equity and other property then held by the Credit Escrow Agent at hereunder and the request Escrow Agent shall thereupon be relieved of not less than all further duties and obligations under this Escrow Agreement. (c) In the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction case of not less than the Required Lenders. Upon any such a resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval removal of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Escrow Agent, the Collateral Escrow Agent shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on have no responsibility for the appointment of a successor escrow agent hereunder. The successor escrow agent appointed by a date 10 days prior Acquirer and the Members’ Agent shall execute, acknowledge and deliver to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Escrow Agent and the successor's acceptance of such appointmentother parties an instrument in writing accepting its appointment hereunder, that successor Collateral and thereafter, the Escrow Agent shall thereupon succeed to and become vested with deliver all the rights, powers, privileges and duties of the retiring Collateral then-remaining balance of the Escrow Fund, less any fees and expenses then incurred by and unpaid to the Escrow Agent, to such successor escrow agent in accordance with the Joint Written Direction of Acquirer and the retiring Collateral Members’ Agent and upon receipt of the Escrow Fund, the successor escrow agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as a result bound by all of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Escrow Agreement.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days thirty (30) calendar days’ prior written notice thereof to the Lenders and the CompanyBorrower. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed as Agent by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days thirty (30) days’ prior written notice given if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the Credit Agent at course of performing its duties hereunder or (ii) has become or is insolvent or has become the direction subject of not less than the Required Lendersa bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Moody’s or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such approval successor Agent and, if applicable, Issuing Lender and Swing Loan Lender shall be reasonably acceptable to the Borrower, which acceptance shall not to be unreasonably withheld or delayed). If no successor Agent and, a successor agent for if applicable, Issuing Lender and Swing Loan Lender shall have been appointed and shall have accepted such Collateral appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, and (ii) following then the occurrence and during retiring Agent may, on behalf of the continuance of a DefaultLenders, the Required Lenders shall appoint a successor agent for Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Moody’s or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such Collateral Agent who is in successor Agent, and, if applicable, successor Issuing Lender and successor Swing Loan Lender shall be reasonably acceptable to the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular businessBorrower, which acceptance shall not be unreasonably withheld or delayed. Following Upon the appointment and acceptance of any appointment as Agent and, if applicable, Issuing Lender and Swing Loan Lender hereunder by a successor Collateral AgentAgent and, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as if applicable, are unable to agree on the appointment of a Issuing Lender and Swing Loan Lender, such successor agent by a date 10 days prior to the effective date of such resignation or removalAgent and, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent if applicable, Issuing Lender and the successor's acceptance of such appointment, that successor Collateral Agent Swing Loan Lender shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agentor removed Agent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring Collateral or removed Agent shall be discharged from its duties and obligations under this Security Agreement; providedhereunder as Agent and, howeverif applicable, that the Issuing Lender and Swing Loan Lender. After any retiring Collateral Agent shall not be discharged from any liability as a result of its Agent’s resignation or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement and the other Loan Documents shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Agent, Issuing Lender and Swing Loan Lender. If the Collateral resigning or removed Agent shall also resign as an Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit issued by such Issuing Lender, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the removed or resigned Issuing Lender, in either case, to assume effectively the obligations of the removed or resigned Agent with respect to such Letters of Credit. Upon any change in the Agent under this Security Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates (x) by giving the Borrower and each Lender prior written notice and (y) so long as no Default or Event of Default exists hereunder, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned); provided that, if W▇▇▇▇ Fargo Bank remains obligated to perform the rights and duties so assigned to such Affiliate, no consent of the Borrower shall be required for such assignment.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 sixty (60) days prior written notice thereof to the Lenders and the CompanyBorrowers. The Collateral Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent also agrees shall be reasonably acceptable to resign the Borrowers. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 90 thirty (30) days after written the retiring Agent's giving of notice by of resignation, then the Company requesting the resignation retiring Agent may, on behalf of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In additionLenders, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation and which, unless an Event of Default shall have occurred and be continuing, shall be reasonably acceptable to the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required LendersBorrowers. Upon the acceptance of any such resignation or removal: (i) so long appointment as there has not occurred and is continuing Agent hereunder by a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenderssuccessor Agent, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent and the successor's acceptance of such appointment, that 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 Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agenthereunder. After the resignation or removal of any Collateral Agent hereunderretiring Agent's resignation, the provisions of this Security Credit Agreement and the other Loan Documents shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Agent. The Agent may be removed by a vote of the Collateral Agent Majority Lenders for cause or in the event that FNBB shall have entered into assignments of its interest under this Security AgreementCredit Agreement resulting in its Commitment being reduced to an amount less than $10,000,000. In the event of any such removal of the Agent pursuant to the foregoing sentence, the provisions of this Section 15.9 shall apply to the appointment of a successor.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days 60 days' prior written notice thereof to the Lenders and the CompanyBorrower. The Collateral Required Lenders may remove the Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral from its capacity as Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails for failure to perform its material obligations under this Security Agreement in provided that the Required Lenders shall have given prior written notice to the Agent of its failure to perform any of its material manner obligations under this Agreement and fails to correct its performance such failure shall not have been cured within 30 thirty (30) calendar days of after receipt of written notice of such failure given by the Credit Agent at the request of (or such failure cannot less than the Required Lendersreasonably be cured within such thirty (30) day period, then the Collateral Agent within such longer period of time as may be removed upon 30 days written notice given by the Credit necessary to complete such cure so long as Agent at the direction of not less than the Required Lenderscommences such cure within such thirty (30) day period and thereafter diligently pursues such cure to completion). Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall have the right to appoint as a successor agent for Agent any Lender or any financial institution whose senior debt obligations are rated not less than "A2" or its equivalent by Moody's or not less than "A2" or its equivalent by S&P and which ha▇ ▇ ▇▇▇ worth of not less than $500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such Collateral successor Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred reasonably acceptable to the new Collateral Borrower. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after such acceptance. If the Company and/or retiring Agent's giving of notice of resignation or its removal, then the Required retiring or removed Agent may, on behalf of the Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than "A2" or its equivalent by Moody's or not less than "A" or its equivalent by S&P and whic▇ ▇▇▇ ▇ net worth of not less than $500,000,000. Upon the acceptance of any appointment as Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of hereunder by a successor Collateral Agent and the successor's acceptance of Agent, such appointment, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral or removed Agent, and the retiring Collateral or removed Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the hereunder as Agent thereafter arising. After any retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its removed Agent's resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement and the other Loan Documents shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Notwithstanding anything herein to the Collateral contrary, in the event that Agent shall at any time hold a Commitment less than $10,000,000.00, then such Agent shall promptly provide written notice thereof to the Lenders and the Required Lenders shall have the right, to be exercised within fifteen (15) days of delivery of such notice by such Agent, to elect to remove such Agent as Agent and replace such Agent as Agent under the Loan Documents, subject to the terms of this Security Agreementss.14.9.

Resignation; Removal. The Collateral (a) Each Agent may resign at any time by giving 90 notifying the Secured Parties and the Borrower, no later than 30 days prior written notice thereof to the Lenders and the Company. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time effective date of such requestresignation. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Each Agent may be removed upon 30 days written days’ prior notice given (the “Removal Effective Date”) by the Credit Agent at the direction Required Lenders for such Agent’s gross negligence or willful misconduct. Upon receipt of not less than any such notice of resignation or upon any such removal, the Required Lenders. Upon any such resignation or removal: (i) so long as there Lenders shall have the right, with, unless an Event of Default has not occurred and is continuing a Defaultcontinuing, the Company shall appoint (which appointment shall be subject to the approval consent of the Required Lenders, Borrower (such approval consent not to be unreasonably withheld or delayed), to appoint a successor. If no such successor agent for such Collateral Agentshall have been so appointed by the Required Lenders, and, unless an Event of Default has occurred and is continuing, approved by the Borrower, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for have accepted such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred to the new Collateral Agent within 30 days after the retiring Agent gives notice of its resignation (or such acceptance. If the Company and/or earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), as applicablethen the retiring Agent may (but shall not be obligated to), are unable to agree on behalf of the Secured Parties, appoint a successor Agent, which shall be a Lender with an office in New York, New York, an Affiliate of a Lender or a financial institution with an office in New York, New York having a combined capital and surplus that is not less than $500,000,000, or otherwise petition any court of competent jurisdiction for the appointment of a successor agent by Agent. Whether or not a date 10 days prior successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date, or such removal shall become effective in accordance with such notice on the Removal Effective Date, as applicable. (b) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring (or retired) or removed Agent shall be discharged from its duties and obligations hereunder and under the other Financing Documents and (ii) except for any indemnity payments owed to the effective date of retiring (or retired) or removed Agent, all payments, communications and determinations provided to be made by, to or through such resignation or removal, the retiring Collateral Agent shall instead be made by or to each Secured Party directly, until such time, if any, as the Required Lenders appoint a successor Collateral Agent who is in as provided for above. Upon the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment acceptance of a successor’s appointment as Agent hereunder, such successor Collateral Agent and the successor's acceptance of such appointment, that successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Collateral or removed Agent (other than any rights to indemnity payments owed to the retiring (or retired) or removed Agent), and the retiring Collateral or removed Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance all of its duties and obligations hereunder or under this Security Agreement prior the other Financing Documents. The fees payable by the Borrower to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral a successor Agent shall continue be the same as those payable to hold its predecessor unless otherwise agreed between the Pledged Items Borrower and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agentsuccessor. After the retiring or removed Agent’s resignation or removal of any Collateral Agent hereunderhereunder and under the other Financing Documents, the provisions of this Security Agreement Article VIII and Section 9.03 shall inure to continue in effect for the benefit of such retiring (or retired) or removed Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring (or retired) or removed Agent was acting as such Agent. (c) Notwithstanding anything in any Financing Document to the Collateral contrary, to the extent that any Non-Voting Lender holds Loans or Commitments, no such Non-Voting Lender, in its capacity as Lender, may act to remove any Person acting as Agent under this Security Agreementor Depositary Bank.

Resignation; Removal. The Collateral Any Agent may resign at any time by giving 90 days sixty (60) days’ prior written notice thereof to the Lenders Credit Parties, the Agents and the Company. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Defaultof an Agent under the Revolving Facility, the Company shall appoint (which appointment shall be subject to Revolving Majority Lenders, in the approval case of the Required foregoing clause or, in the case of the resignation of any Agent under the LC Facility or the Term Loans, the LC Facility Majority Lenders, such approval not as the case may be, shall have the right to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for Agent. Unless a Default or Event of Default shall have occurred and be continuing, such Collateral successor Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred reasonably acceptable to the new Collateral Credit Parties. If no successor Agent shall have been so appointed by the applicable Lenders and shall have accepted such appointment within 30 thirty (30) days after such acceptance. If the Company and/or retiring Agent’s giving of notice of resignation, then the Required retiring Agent may, on behalf of the applicable Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor’s Corporation. Upon the acceptance of any appointment as Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of hereunder by a successor Collateral Agent and the successor's acceptance of Agent, such appointment, that 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 Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agenthereunder. After the resignation or removal of any Collateral Agent hereunderretiring Agent’s resignation, the provisions of this Security Agreement and the other Financing Agreements shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Agreementacting as Agent.

Resignation; Removal. (a) The Collateral Escrow Agent may resign and be discharged from it duties and obligations at any time under this Escrow Agreement by giving 90 days prior providing written notice thereof to each of NBCU and JP. Such resignation shall be effective on the Lenders date set forth in such written notice, which shall be no earlier than thirty (30) days after such written notice has been furnished. Thereafter, the Escrow Agent shall have no further obligation except to hold the Escrowed JP Shares and cooperate reasonably in the Companytransfer of the Escrowed JP Shares to a successor escrow agent. In such case, NBCU and JP shall promptly appoint a successor escrow agent. The Collateral Escrow Agent also agrees to resign within 90 days after written notice by shall refrain from taking any action until it shall receive a Joint Written Direction designating the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such requestsuccessor escrow agent. In additionHowever, in the event no successor escrow agent has been appointed on or prior to the Collateral date such resignation is to become effective, the Escrow Agent fails shall be entitled to perform its tender into the custody of any court of competent jurisdiction all funds, equity and other property then held by the Escrow Agent hereunder and the Escrow Agent shall thereupon be relieved of all further duties and obligations under this Security Agreement in any material manner Escrow Agreement. (b) NBCU and fails JP acting together shall have the right to correct its performance within 30 days terminate the appointment of receipt of the Escrow Agent, with or without cause, upon thirty (30) days’ joint written notice to the Escrow Agent specifying the date upon which such termination shall take effect. Thereafter, the Escrow Agent shall have no further obligation except to hold the Escrowed JP Shares and cooperate reasonably in the transfer of the Escrowed JP Shares to a successor escrow agent. In such failure given case, the Escrow Agent shall refrain from taking any action until it shall receive a Joint Written Direction designating the successor escrow agent. However, in the event no successor escrow agent has been appointed on or prior to the date such termination is to become effective, the Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction all funds, equity and other property then held by the Credit Escrow Agent at hereunder and the request Escrow Agent shall thereupon be relieved of not less than all further duties and obligations under this Escrow Agreement. (c) In the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction case of not less than the Required Lenders. Upon any such a resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval removal of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Escrow Agent, the Collateral Escrow Agent shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on have no responsibility for the appointment of a successor escrow agent hereunder. The successor escrow agent appointed by a date 10 days prior NBCU and JP shall execute, acknowledge and deliver to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Escrow Agent and the successor's acceptance of such appointmentother Parties an instrument in writing accepting its appointment hereunder, that successor Collateral and thereafter, the Escrow Agent shall thereupon succeed deliver the Escrowed JP Shares to such successor escrow agent in accordance with the Joint Written Direction of NBCU and become vested with all the rightsJP, powers, privileges and duties upon receipt of the retiring Collateral AgentEscrowed JP Shares, and the retiring Collateral Agent successor escrow agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as a result bound by all of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Escrow Agreement.

Resignation; Removal. The Each of the Offshore Collateral Agent and the Onshore Collateral Agent (a) may resign as Offshore Collateral Agent or Onshore Collateral Agent upon sixty (60) days’ written notice to the Administrative Agent and the Borrower and (b) may be removed at any time with or without cause by the Administrative Agent acting at the direction of the Majority Lenders with any such resignation or removal to become effective only upon the appointment of a successor Offshore Collateral Agent or the Onshore Collateral Agent under this Article IX. If the Offshore Collateral Agent or the Onshore Collateral Agent shall resign or be removed as Offshore Collateral Agent or the Onshore Collateral Agent, then the Administrative Agent acting at the direction of the Majority Lenders shall (and if no such successor shall have been appointed within thirty (30) days of the Offshore Collateral Agent’s or the Onshore Collateral Agent’s resignation or removal, the Offshore Collateral Agent or the Onshore Collateral Agent may resign apply to a court of competent jurisdiction for the appointment of a successor at any time by giving 90 days prior the sole expense of the Borrower) or appoint a successor agent for the Secured Parties, which successor agent shall be (so long as (i) the Administrative Agent has not given written notice thereof to the Lenders and the Company. The Offshore Collateral Agent also agrees to resign within 90 days after written notice by or the Company requesting the resignation of the Onshore Collateral Agent provided that no a Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following a Trigger Event is not in effect) reasonably acceptable to the occurrence Borrower (and during the continuance of a Default, the Required Lenders shall appoint a which successor agent for shall be an Acceptable Bank) whereupon such successor agent shall succeed to the rights, powers and duties of the Offshore Collateral Agent who is in or the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Onshore Collateral Agent, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on and the appointment of a term “Offshore Collateral Agent” or “Onshore Collateral Agent” shall mean such successor agent by a date 10 days prior to effective upon its appointment, and the effective date of such resignation former Offshore Collateral Agent’s or removalthe Onshore Collateral Agent’s, as applicable, rights, powers and duties as Offshore Collateral Agent or the retiring Onshore Collateral Agent shall appoint a successor be terminated, without any other or further act or deed on the part of such former Offshore Collateral Agent who is in or the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After Onshore Collateral Agent (except that the appointment of a successor former Offshore Collateral Agent and the successor's acceptance of such appointment, that successor Onshore Collateral Agent shall thereupon succeed deliver all Collateral then in its possession to and become vested with all the rights, powers, privileges and duties of successor Offshore Collateral Agent or the retiring Onshore Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from as applicable) or any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the other Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agentParties. After the resignation or removal of any hereunder as Offshore Collateral Agent hereunderor the Onshore Collateral Agent, as applicable, the provisions of this Security Agreement shall continue to inure to its the former Offshore Collateral Agent’s or the Onshore Collateral Agent’s benefit as to any actions taken or omitted to be taken by it while it was the Offshore Collateral Agent under this Security Agreementor the Onshore Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days thirty (30) calendar days’ prior written notice thereof to the Lenders and the CompanyBorrower. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed as Agent by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days thirty (30) days’ prior written notice given if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the Credit Agent at course of performing its duties hereunder or (ii) has become or is insolvent or has become the direction subject of not less than the Required Lendersa bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent and, if applicable, Issuing Lender, any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by ▇▇▇▇▇’▇ or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such approval successor Agent and, if applicable, Issuing Lender shall be reasonably acceptable to the Borrower, which acceptance shall not to be unreasonably withheld or delayed). If no successor Agent and, a successor agent for if applicable, Issuing Lender shall have been appointed and shall have accepted such Collateral appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, and (ii) following then the occurrence and during retiring Agent may, on behalf of the continuance of a DefaultLenders, the Required Lenders shall appoint a successor agent for Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by ▇▇▇▇▇’▇ or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such Collateral Agent who is in successor Agent, and, if applicable, successor Issuing Lender shall be reasonably acceptable to the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular businessBorrower, which acceptance shall not be unreasonably withheld or delayed. Following Upon the appointment and acceptance of any appointment as Agent and, if applicable, Issuing Lender hereunder by a successor Collateral AgentAgent and, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as if applicable, are unable to agree on the appointment of a Issuing Lender, such successor agent by a date 10 days prior to the effective date of such resignation or removalAgent and, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent and the successor's acceptance of such appointmentif applicable, that successor Collateral Agent Issuing Lender shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agentor removed Agent and, if applicable, Issuing Lender, and the retiring Collateral or removed Agent shall be discharged from its duties and obligations under this Security Agreement; providedhereunder as Agent and, howeverif applicable, that the Issuing Lender. After any retiring Collateral Agent shall not be discharged from any liability as a result of its Agent’s resignation or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement and the other Loan Documents shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Agent and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. If the Collateral resigning or removed Agent shall also resign as an Issuing ▇▇▇▇▇▇, such successor Agent shall issue letters of credit in substitution for the Letters of Credit issued by such ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the removed or resigned Issuing ▇▇▇▇▇▇, in either case, to assume effectively the obligations of the removed or resigned Agent with respect to such Letters of Credit. Upon any change in the Agent under this Security Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates (x) by giving the Borrower and each Lender prior written notice and (y) so long as no Default or Event of Default exists hereunder, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned); provided that, if ▇▇▇▇▇ Fargo Bank remains obligated to perform the rights and duties so assigned to such Affiliate, no consent of the Borrower shall be required for such assignment.

Resignation; Removal. The Collateral Agent Resident Trustee may resign at any time and be discharged of the Trust created by giving 90 days this Trust Agreement upon not less than 30 days’ prior written notice thereof to the Lenders Trustees. Upon receiving such notice of resignation, the Trustees shall use their best efforts promptly to appoint a substitute or successor Resident Trustee in the manner and meeting the qualifications hereinafter provided by written instrument or instruments delivered to such resigning Resident Trustee and the Company. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such requestsubstitute or successor Resident Trustee. In addition, the Trustees may remove the Resident Trustee, with or without cause, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner their sole and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agentabsolute discretion, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in Resident Trustee meeting the business qualifications hereinafter provided by written instrument or instruments delivered to the Resident Trustee being removed and to the substitute or successor Resident Trustee. Any resignation or removal of acting as the Resident Trustee and appointment of a collateral agent for mortgage warehouse lenders as a part substitute or successor Resident Trustee shall become effective only upon acceptance of its regular business. Following the appointment and acceptance of a by the substitute or successor Collateral Agent, the Collateral Resident Trustee. If no substitute or successor Resident Trustee shall be transferred to the new Collateral Agent have been appointed within 30 days after notice of such acceptance. If 13 resignation or removal has been delivered, the Company and/or Resident Trustee may apply to the Required Lenders, as applicable, are unable to agree on Delaware Court of Chancery for the appointment of a successor agent by a date 10 days prior to the effective date of Resident Trustee. The court may thereupon, after such resignation or removalnotice, the retiring Collateral Agent shall if any, as it may deem proper, prescribe and appoint a successor Collateral Agent who is in Resident Trustee meeting the qualifications provided for herein. Any Person into which the Resident Trustee may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Resident Trustee shall be a party, or any Person that succeeds to all or substantially all of the corporate trust business of acting as a collateral agent for mortgage warehouse lenders as a the Resident Trustee, shall be the successor Resident Trustee under this Trust Agreement without the execution, delivery or filing of any paper or instrument or further act to be done on the part of its regular business. After the appointment parties hereto (except for the filing of a successor Collateral Agent and an amendment to the successor's acceptance Trust’s certificate of such appointmenttrust if required by law), that successor Collateral Agent shall thereupon succeed notwithstanding anything 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 Security Agreementcontrary herein; provided, however, that such successor Resident Trustee shall have its principal place of business in the retiring Collateral Agent shall not be discharged from any liability as a result State of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with Delaware and otherwise meet the performance requirements of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Agreementapplicable law.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 sixty (60) days prior written notice thereof to the Lenders and the CompanyBorrower. The Collateral Agent also agrees to resign (i) within 90 sixty (60) days after written notice by the Company Borrower requesting the resignation of the Collateral Agent Agent, provided that no Default has occurred and is continuing at the time of such request, or (ii) in the event it or one of its affiliates ceases to be a Lender under the Credit Agreement. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 thirty (30) days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 thirty (30) days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i1) so long as there has not occurred and is continuing a Default, the Company Borrower shall appoint from among the Lenders (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii2) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint from among the Lenders, a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company Borrower and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, as the case may be, the retiring Collateral Agent agent shall appoint one of the Lenders as a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular businessthe Lenders. After the appointment of a Any such successor Collateral Agent and the successor's acceptance of such appointment, that successor Collateral Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring agent and the term "Collateral Agent" shall mean such successor agent effective upon its appointment, and the retiring Collateral Agent former agent's rights, powers and duties shall be discharged from its duties and obligations under this Security Agreement; providedterminated, however, that without any other or further act or deed on the retiring Collateral Agent shall not be discharged from part of such former agent or any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under parties to this Security Agreement prior to or any of the effective date of its resignation other Loan Documents or removalsuccessors thereto. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items Qualifying Loans and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items Qualifying Loans and security interest have been effectively transferred to the a successor agent. After the resignation or removal of any Collateral Agent hereunderhereunder as Collateral Agent, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Agreement.

Resignation; Removal. The Collateral Agent Trustee or any successor Trustee may resign at any time without cause by giving 90 days at least ninety (90) days' prior written notice thereof to EGSI and RUS. EGSI and RUS may by written agreement at any time remove the Trustee without cause by giving at least sixty (60) days' prior written notice to the Lenders Trustee. EGSI and RUS shall immediately agree upon and appoint a successor Trustee by written instrument delivered to the Companyappointee. The Collateral Agent also agrees to resign If a successor Trustee shall not have been appointed within 90 sixty (60) days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject Trustee may apply to the approval any court of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent competent jurisdiction for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any such successor Trustee so appointed by a date 10 days prior such court shall immediately and without further act be superseded by any successor Trustee appointed subsequently by EGSI and RUS as above provided.Execution of Instruments. Any successor Trustee, however appointed, shall execute and deliver to the effective date predecessor Trustee an instrument accepting such appointment, and thereupon such successor Trustee, without further act, shall become vested with all the estates, properties, rights, powers, duties, and trusts of the predecessor Trustee in the Trust hereunder with like effect as if originally named the Trustee herein, but nevertheless, upon the written request of such resignation successor Trustee, such predecessor Trustee shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of such predecessor Trustee and such predecessor Trustee shall duly assign, transfer, deliver and pay over to such successor Trustee all monies or removal, other property then held by such predecessor Trustee upon the retiring Collateral Agent trusts herein expressed. The predecessor Trustee shall appoint a execute and deliver such instruments as will effectively transfer to such successor Collateral Agent who is Trustee all records and accounts in connection with any of the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular businessTrust's assets which the successor Trustee requests except those records required by law or regulation to be retained by the predecessor Trustee. After Upon the appointment of a successor Collateral Agent Trustee hereunder, the predecessor Trustee shall execute and the successor's acceptance of deliver such appointment, that instruments as will effectively transfer to such successor Collateral Agent shall thereupon succeed Trustee title to and become vested with all the rights, powers, privileges and duties assets which then constitute a part of the retiring Collateral Agent, Trust Fund and the retiring Collateral Agent EGSI and RUS shall execute and file or record any certificate of title or any other similar document as may be discharged from its duties and obligations under this Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct reasonably specified in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removalsuch request.Effective Date. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the Any resignation or removal of the Trustee or of any Collateral Agent hereunder, the provisions of this Security Agreement successor Trustee shall inure to its benefit as to any be effective when all actions taken or omitted required to be taken by under Section 8.2 hereof shall have been completed.Corporate Reorganization of Trustee. Any corporation into which the Trustee may be merged or converted or with which it while it was may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Collateral Agent Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Trustee may be transferred, shall be the Trustee under this Security AgreementAgreement without further act of any of the parties to this Agreement provided that such successor Trustee may lawfully act as Trustee of the Trust Fund.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days 60 days’ prior written notice thereof to the Lenders and the CompanyBorrower. The Collateral Required Lenders may remove the Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral from its capacity as Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails for failure to perform its material obligations under this Security Agreement in provided that the Required Lenders shall have given prior written notice to the Agent of its failure to perform any of its material manner obligations under this Agreement and fails to correct its performance such failure shall not have been cured within 30 thirty (30) calendar days of after receipt of written notice of such failure given by the Credit Agent at the request of (or such failure cannot less than the Required Lendersreasonably be cured within such thirty (30) day period, then the Collateral Agent within such longer period of time as may be removed upon 30 days written notice given by the Credit necessary to complete such cure so long as Agent at the direction of not less than the Required Lenderscommences such cure within such thirty (30) day period and thereafter diligently pursues such cure to completion). Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall have the right to appoint as a successor agent for Agent any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by M▇▇▇▇’▇ or not less than “A2” or its equivalent by S&P and which has a net worth of not less than $500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such Collateral successor Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred reasonably acceptable to the new Collateral Borrower. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after such acceptance. If the Company and/or retiring Agent’s giving of notice of resignation or its removal, then the Required retiring or removed Agent may, on behalf of the Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by M▇▇▇▇’▇ or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000. Upon the acceptance of any appointment as Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of hereunder by a successor Collateral Agent and the successor's acceptance of Agent, such appointment, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral or removed Agent, and the retiring Collateral or removed Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the hereunder as Agent thereafter arising. After any retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its removed Agent’s resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement and the other Loan Documents shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Notwithstanding anything herein to the Collateral contrary, in the event that Agent shall at any time hold a Commitment less than $10,000,000.00, then such Agent shall promptly provide written notice thereof to the Lenders and the Required Lenders shall have the right, to be exercised within fifteen (15) days of delivery of such notice by such Agent, to elect to remove such Agent as Agent and replace such Agent as Agent under the Loan Documents, subject to the terms of this Security Agreement§14.9.

Resignation; Removal. The Collateral Agent Trustee may at any time resign from the trusts hereby created by giving thirty days’ written notice to the Company and to the holders of the Bonds and such resignation shall take effect at the end of said thirty days. Such notice shall be mailed to each holder of the Bonds by registered mail to the last address of such holder appearing on the registry books for the Bonds. The Trustee may be removed at any time by giving 90 days prior written notice thereof an instrument or concurrent instruments in writing, delivered to the Lenders Trustee and to the Company. The Collateral Agent also agrees to resign within 90 days after written notice , and signed by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request holders of not less than a majority in principal amount of the Required LendersBonds. In case the Trustee shall resign or be removed or be or become incapable of acting hereunder, then the Collateral Agent a successor may be removed upon 30 days written notice given appointed by the Credit Agent at the direction holders of not less than a majority in principal amount of the Required Lenders. Upon Bonds by an instrument or concurrent instruments in writing signed by the holders of not less than a majority in principal amount of the Bonds, provided, nevertheless, that in case of such vacancy the Company may appoint a Trustee to fill such vacancy until a successor Trustee shall be appointed in the manner above provided; and any such resignation or removal: (i) temporary Trustee so long as there has not occurred and is continuing a Default, appointed by the Company shall appoint (which appointment immediately and without further act be superseded by the Trustee so appointed by the holders of the Bonds. Every such successor Trustee so appointed by the Company or by the holders of the Bonds, shall be subject to a bank or trust company in good standing, doing business in the approval Commonwealth of Pennsylvania, or the Required LendersBorough of Manhattan, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral AgentThe City of New York, and (ii) following having a capital and surplus of not less than $50,000,000, if there be such a bank or trust company willing, qualified, and able to accept the occurrence trust upon reasonable and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptancecustomary terms. If no such bank or trust company is willing, qualified, and able to accept the Company and/or the Required Lenderstrust upon reasonable and customary terms, then any person, firm, or corporation authorized to accept and execute trusts and qualified to act hereunder may be appointed as applicable, are unable to agree on the successor Trustee. Every appointment of a successor agent Trustee hereunder shall be in writing or concurrent writings executed by a date 10 days prior the person or persons entitled to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent and the successor's acceptance of make such appointment, that successor Collateral Agent in the manner required for the execution of deeds of trust in the jurisdiction or jurisdictions in which the Trust Estate is located, and thereupon the Trust Estate shall thereupon succeed to and become vested in such successor so appointed, in trust, as aforesaid, with all the rights, powers, privileges and duties authorities conferred hereby upon the Trustee hereunder to the same extent as if made an original party hereto. In case of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as appointment of a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior successor Trustee pursuant to the effective date of its resignation or removal. Notwithstanding the foregoingforegoing provisions, the Collateral Agent shall continue Company agrees to hold the Pledged Items pay all costs and the security interest created hereunder for the benefit expenses of the Secured Parties until effecting such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Agreementsubstitution.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days 60 days' prior written notice thereof to the Lenders and the CompanyBorrower. The Collateral Required Lenders may remove the Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral from its capacity as Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails for failure to perform its material obligations under this Security Agreement in provided that the Required Lenders shall have given prior written notice to the Agent of its failure to perform any of its material manner obligations under this Agreement and fails to correct its performance such failure shall not have been cured within 30 thirty (30) calendar days of after receipt of written notice of such failure given by the Credit Agent at the request of (or such failure cannot less than the Required Lendersreasonably be cured within such thirty (30) day period, then the Collateral Agent within such longer period of time as may be removed upon 30 days written notice given by the Credit necessary to complete such cure so long as Agent at the direction of not less than the Required Lenderscommences such cure within such thirty (30) day period and thereafter diligently pursues such cure to completion). Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall have the right to appoint as a successor agent for Agent any Lender or any financial institution whose senior debt obligations are rated not less than "A2" or its equivalent by Moody's or not less than "A2" or its equivalent by S&P and which has ▇ ▇▇▇ worth of not less than $500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such Collateral successor Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred reasonably acceptable to the new Collateral Borrower. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after such acceptance. If the Company and/or retiring Agent's giving of notice of resignation or its removal, then the Required retiring or removed Agent may, on behalf of the Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than "A2" or its equivalent by Moody's or not less than "A" or its equivalent by S&P and which has ▇ ▇▇▇ worth of not less than $500,000,000. Upon the acceptance of any appointment as Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of hereunder by a successor Collateral Agent and the successor's acceptance of Agent, such appointment, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral or removed Agent, and the retiring Collateral or removed Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the hereunder as Agent thereafter arising. After any retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its removed Agent's resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement and the other Loan Documents shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Notwithstanding anything herein to the Collateral contrary, in the event that Agent shall at any time hold a Commitment less than $10,000,000.00, then such Agent shall promptly provide written notice thereof to the Lenders and the Required Lenders shall have the right, to be exercised within fifteen (15) days of delivery of such notice by such Agent, to elect to remove such Agent as Agent and replace such Agent as Agent under the Loan Documents, subject to the terms of this Security Agreementss.14.9.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days 60 days' prior written notice thereof to the Lenders and the CompanyBorrower. The Collateral Required Lenders may remove the Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral from its capacity as Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails for failure to perform its material obligations under this Security Agreement in provided that the Required Lenders shall have given prior written notice to the Agent of its failure to perform any of its material manner obligations under this Agreement and fails to correct its performance such failure shall not have been cured within 30 thirty (30) calendar days of after receipt of written notice of such failure given by the Credit Agent at the request of (or such failure cannot less than the Required Lendersreasonably be cured within such thirty (30) day period, then the Collateral Agent within such longer period of time as may be removed upon 30 days written notice given by the Credit necessary to complete such cure so long as Agent at the direction of not less than the Required Lenderscommences such cure within such thirty (30) day period and thereafter diligently pursues such cure to completion). Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall have the right to appoint as a successor agent for Agent any Lender or any financial institution whose senior debt obligations are rated not less than "A2" or its equivalent by Moody's or not less than "A2" or its equivalent by S&P and which ▇▇▇ ▇ ▇et worth of not less than $500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such Collateral successor Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred reasonably acceptable to the new Collateral Borrower. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after such acceptance. If the Company and/or retiring Agent's giving of notice of resignation or its removal, then the Required retiring or removed Agent may, on behalf of the Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than "A2" or its equivalent by Moody's or not less than "A" or its equivalent by S&P and wh▇▇▇ ▇▇▇ a net worth of not less than $500,000,000. Upon the acceptance of any appointment as Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of hereunder by a successor Collateral Agent and the successor's acceptance of Agent, such appointment, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral or removed Agent, and the retiring Collateral or removed Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the hereunder as Agent thereafter arising. After any retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its removed Agent's resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement and the other Loan Documents shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Notwithstanding anything herein to the Collateral contrary, in the event that Agent shall at any time hold a Commitment less than $5,000,000.00, then such Agent shall promptly provide written notice thereof to the Lenders and the Required Lenders shall have the right, to be exercised within fifteen (15) days of delivery of such notice by such Agent, to elect to remove such Agent as Agent and replace such Agent as Agent under the Loan Documents, subject to the terms of this Security Agreementss.14.9.

Resignation; Removal. (a) The Collateral Escrow Agent may resign and be discharged from it duties and obligations at any time under this Escrow Agreement by giving 90 days prior providing written notice thereof to each of NBCU and JP. Such resignation shall be effective on the Lenders date set forth in such written notice, which shall be no earlier than thirty (30) days after such written notice has been furnished. Thereafter, the Escrow Agent shall have no further obligation except to hold the Escrowed JP Shares and cooperate reasonably in the Companytransfer of the Escrowed JP Shares to a successor escrow agent. In such case, NBCU and JP shall promptly appoint a successor escrow agent. The Collateral Escrow Agent also agrees to resign within 90 days after written notice by shall refrain from taking any action until it shall receive a Joint Written Direction designating the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such requestsuccessor escrow agent. In additionHowever, in the event no successor escrow agent has been appointed on or prior to the Collateral date such resignation is to become effective, the Escrow Agent fails shall be entitled to perform its tender into the custody of any court of competent jurisdiction all funds, equity and other property then held by the Escrow Agent hereunder and the Escrow Agent shall thereupon be relieved of all further duties and obligations under this Security Agreement in any material manner Escrow Agreement. (b) NBCU and fails JP acting together shall have the right to correct its performance within 30 days terminate the appointment of receipt of the Escrow Agent, with or without cause, upon thirty (30) days’ joint written notice to the Escrow Agent specifying the date upon which such termination shall take effect. Thereafter, the Escrow Agent shall have no further obligation except to hold the Escrowed JP Shares and cooperate reasonably in the transfer of the Escrowed JP Shares to a successor escrow agent. In such failure given case , the Escrow Agent shall refrain from taking any action until it shall receive a Joint Written Direction designating the successor escrow agent. However, in the event no successor escrow agent has been appointed on or prior to the date such termination is to become effective, the Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction all funds, equity and other property then held by the Credit Escrow Agent at hereunder and the request Escrow Agent shall thereupon be relieved of not less than all further duties and obligations under this Escrow Agreement. (c) In the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction case of not less than the Required Lenders. Upon any such a resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval removal of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Escrow Agent, the Collateral Escrow Agent shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on have no responsibility for the appointment of a successor escrow agent hereunder. The successor escrow agent appointed by a date 10 days prior NBCU and JP shall execute, acknowledge and deliver to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Escrow Agent and the successor's acceptance of such appointmentother Parties an instrument in writing accepting its appointment hereunder, that successor Collateral and thereafter, the Escrow Agent shall thereupon succeed deliver the Escrowed JP Shares to such successor escrow agent in accordance with the Joint Written Direction of NBCU and become vested with all the rightsJP, powers, privileges and duties upon receipt of the retiring Collateral AgentEscrowed JP Shares, and the retiring Collateral Agent successor escrow agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as a result bound by all of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Escrow Agreement.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days 60 days' prior written notice thereof to the Lenders Banks and the Company. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such requestBorrower. In addition, in the event that a "Default" or "Event of Default" shall occur and be continuing under the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner Mortgage Loan Documents and fails to correct its performance within 30 days of receipt of written notice of such failure given by BKB shall be the Credit Agent at the request of not less than the Required LendersAgent, then the Collateral Majority Banks may remove BKB as Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lendersfor cause. Upon any such resignation or removal: (i) , the Majority Banks shall have the right to appoint as a successor Agent any Bank or any other sophisticated investor knowledgeable in the lending to and/or operation of real estate similar to the Mortgaged Property and the Mezzanine Property and, so long as there has not occurred and the interests of Borrower in the Mezzanine Property are included in the Collateral, who is continuing a Default, approved by the Company shall appoint (which appointment Rating Agencies pursuant to the Mezzanine Mortgage Loan Agreement. Any such removal shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the effective upon appointment and acceptance of a successor Collateral Agentagent selected by the Majority Banks. Unless a Default or Event of Default shall have occurred and be continuing, the Collateral such successor Agent shall be transferred reasonably acceptable to the new Collateral Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent's giving of notice of resignation, then the retiring Agent shall may, on behalf of the Banks, appoint a successor Collateral Agent Agent, which shall be a Bank or any other sophisticated investor knowledgeable in the lending to and/or operation of real estate similar to the Mortgaged Property and the Mezzanine Property and, so long as the interests of Borrower in the Mezzanine Property are included in the Collateral, who is in approved by the business Rating Agencies pursuant to the Mezzanine Mortgage Loan Agreement. Upon the acceptance of acting any appointment as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of Agent hereunder by a successor Collateral Agent and the successor's acceptance of Agent, such appointment, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral or removed Agent, and the retiring Collateral or removed Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the hereunder as Agent. After any retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its Agent's resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunderan Agent, the provisions of this Security Agreement and the other Loan Documents shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Agreementacting as Agent.

Resignation; Removal. (a) The Collateral Escrow Agent may resign at any time by giving 90 days prior written notice thereof to the Lenders and the Company. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent and the successor's acceptance of such appointment, that 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 at any time under this Security AgreementEscrow Agreement by providing written notice to the Company. Such resignation shall be effective on the date set forth in such written notice, which shall be no earlier than thirty (30) days after such written notice has been furnished; provided, however, that the retiring Collateral Agent such resignation shall not be discharged effective until a successor escrow agent is appointed in accordance with this Section 2.8 accepts such appointment in accordance with Section 2.8(c) below and the Escrowed INJ Proceeds have been delivered to an account or accounts designated by the successor escrow agent in a manner reasonably acceptable to the successor escrow agent and the Company, or until another disposition of the subject matter has been agreed upon by the parties. Thereafter, the Escrow Agent shall have no further obligation except to hold the Escrowed INJ Proceeds as depository and cooperate reasonably in the transfer of the Escrowed INJ Proceeds to a successor escrow agent. The Company shall promptly appoint a successor escrow agent. The Escrow Agent shall refrain from taking any liability action until it receives a written direction from the Company designating the successor escrow agent. However, in the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective as specified in the notice of resignation, the Escrow Agent may, upon ten (10) Business Days’ notice to the Company, appoint a result successor that is reasonably acceptable to the Company, provided that such successor accepts such appointment and delivery of its the Escrowed INJ Proceeds in accordance with this Section 2.8(a) and Section 2.8(c) below and is reasonably acceptable to the Company. (b) The Company shall have the right to terminate the appointment of the Escrow Agent upon thirty (30) days’ written notice to the Escrow Agent specifying the date upon which such termination shall take effect. Thereafter, the Escrow Agent shall have no further obligation except to hold the Escrowed INJ Proceeds as depository and cooperate reasonably in the transfer of the Escrowed INJ Proceeds to a successor escrow agent. The Escrow Agent shall refrain from taking any action until it receives a written notice from the Company designating the successor escrow agent. However, in the event no successor escrow agent has been appointed on or its directors'prior to the date such termination is to become effective, officers'the Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction all funds, agents' or employees' gross negligence or willful misconduct in connection with equity and other property then held by the performance Escrow Agent hereunder and the Escrow Agent shall thereupon be relieved of its all further duties and obligations under this Security Agreement prior Escrow Agreement. (c) The successor escrow agent appointed by the Company shall execute, acknowledge and deliver to the effective date of Escrow Agent and the other parties an instrument in writing accepting its resignation or removal. Notwithstanding the foregoingappointment hereunder, and thereafter, the Collateral Escrow Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit deliver all of the Secured Parties until such Pledged Items then- remaining balance of the Escrowed INJ Proceeds, less any fees and security interest have been effectively transferred expenses then incurred by and unpaid to the Escrow Agent, to such successor agent. After escrow agent in accordance with the resignation or removal written notice of any Collateral Agent hereunderthe Company and upon receipt of the Escrowed INJ Proceeds, the successor escrow agent shall be bound by all of the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Escrow Agreement.

Resignation; Removal. The Collateral Indemnity Escrow Agent may resign at any time by giving 90 days prior written notice thereof to the Lenders and the Company. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) be removed by mutual consent of Parent and the Securityholders’ Representative, provided that the Warrant Escrow Agent and the Securityholders’ Escrow Agent are also so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agentremoved, and (ii) following the occurrence and during the continuance of a Defaultresign at any time, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agenteach case, the Collateral shall be transferred upon giving at least 30 days’ prior written notice to the new Collateral Indemnity Escrow Agent within 30 days after such acceptance. If or Parent and the Company and/or the Required LendersSecurityholders’ Representative, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent and the successor's acceptance of such appointment, that 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 Security Agreement; provided, however, that no such resignation shall become effective until the retiring Collateral appointment of a successor escrow agent, which shall be accomplished as follows: Parent and the Securityholders’ Representative shall use their best efforts to mutually agree upon a successor agent within 30 days after the applicable party receives, or parties receive, such notice. If the parties fail to agree upon a successor escrow agent within such time, the Securityholders’ Representative, with the consent of Parent, which shall not be unreasonably withheld, conditioned or delayed, shall have the right to appoint a successor escrow agent. The successor escrow agent selected in the preceding manner shall execute and deliver an instrument accepting such appointment and becoming a party to this Agreement and it shall thereupon be deemed the Indemnity Escrow Agent hereunder and it shall without further acts be vested with all the estates, properties, rights, powers, and duties of the predecessor the Indemnity Escrow Agent as if originally named as the Indemnity Escrow Agent. If no successor escrow agent is named, the Indemnity Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent. Thereafter, the predecessor Indemnity Escrow Agent shall not be discharged from any liability as further duties and liabilities under this Agreement. If the Indemnity Escrow Agent is removed pursuant to clause (i) above, Parent and the Securityholders’ Representative shall appoint a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct successor escrow agent in connection accordance with the performance of its duties and obligations procedure set forth in clause (ii) above, provided that the successor escrow agent is the same as the successor escrow agent appointed under this Security the Warrant Escrow Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit Securityholders’ Representative Fund Escrow Agreement. The provisions of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After Section 9(d) shall survive the resignation or removal of any Collateral the Indemnity Escrow Agent hereunder, or the provisions termination of this Security Agreement Agreement. Nothing in this Section 10(f) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was affect Parent’s right under Section 8(g) of the Collateral Agent under this Security Warrant Escrow Agreement.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days prior written notice thereof to the Lenders Credit Agent and the Company. The Collateral Agent also agrees to resign within 90 60 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Event of Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a an Event of Default, the Company shall appoint from among the Lenders (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a an Event of Default, the Required Lenders shall appoint from among the Lenders, a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular businessAgent. Following the appointment and acceptance of a successor Collateral Agent, Agent the Credit Agent shall notify the Collateral Agent as to who the successor Collateral Agent is and the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date expiration of such resignation or removalany of the time periods set forth above, the retiring Collateral Credit Agent (or an Affiliate thereof designated by the Credit Agent) shall appoint be deemed a successor Collateral Agent who is in until the business appointment of acting as and acceptance by a collateral agent for mortgage warehouse lenders as a part of its regular businessdifferent successor Collateral Agent, and the Collateral Agent shall be permitted to transfer all the Collateral held by the Collateral Agent to the Credit Agent (or an Affiliate thereof designated by the Credit Agent) within 30 days after the applicable time period set forth above. After Within 30 days after the appointment of a successor Collateral Agent and the successor's acceptance of such appointment, that 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 Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Agreement.

Resignation; Removal. (a) The Collateral Escrow Agent may resign at any time and be discharged from its duties or obligations hereunder by giving 90 days 30 days' prior written notice thereof to the Lenders and the Company. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by resignation to WMI, KH Partners and the Credit FDIC, specifying a date when such resignation shall take effect; provided, that no such resignation shall be effective until a successor Escrow Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lendersshall have been appointed and shall have accepted its appointment in writing as hereinafter set forth. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Defaultnotice, KH Partners, the Company FDIC and WMI shall appoint (which appointment shall be subject use commercially reasonable efforts to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, mutually agree upon and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in Escrow Agent. If KH Partners, the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment FDIC and acceptance of WMI are unable to agree upon a successor Collateral Agent, the Collateral shall be transferred to the new Collateral Escrow Agent within 30 days after such acceptancenotice or such appointed Escrow Agent has not accepted such appointment in writing within such 30 day period, the Escrow Agent shall be entitled to appoint its successor, which shall be a commercial bank organized under the laws of the United States or any state thereof that has a combined capital and surplus of at least $1 billion. If Upon delivery of the Company and/or the Required LendersEscrow Property to successor Escrow Agent, as applicableEscrow Agent shall have no further duties, are unable to agree on the responsibilities or obligations hereunder. (b) Any successor Escrow Agent (whether succeeding a resigning or removed Escrow Agent) shall deliver a written acceptance of its appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removalresigning Escrow Agent, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent and the successor's acceptance of such appointmentWMI, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral AgentKH Partners, and the retiring Collateral FDIC, and immediately thereafter, (i) the resigning Escrow Agent shall be discharged from its duties transfer and obligations under this Security Agreement; provideddeliver the Escrow Fund to the successive Escrow Agent, however, that whereupon the retiring Collateral resignation of the resigning Escrow Agent shall become effective, and (ii) the successor Escrow Agent shall constitute the Escrow Agent for all purposes hereunder and all applicable provisions of this Agreement shall apply to the successor Escrow Agent as though it had been named herein. Any such resignation shall not be discharged relieve the resigning Escrow Agent from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement incurred by it hereunder prior to the effective date of its such resignation or removal. Notwithstanding the foregoing, the Collateral becoming effective. (c) The Escrow Agent shall continue to hold serve until its successor accepts the Pledged Items duties of Escrow Agent hereunder. KH Partners, the FDIC and WMI shall have the security interest created hereunder for right at any time upon their mutual consent to remove the benefit of the Secured Parties until such Pledged Items Escrow Agent and security interest have been effectively transferred substitute a new Escrow Agent, by giving 30 days' notice thereof to the then acting Escrow Agent. Any successor agent. After the resignation or removal of any Collateral Escrow Agent hereunder, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent appointed under this Security AgreementSection 14 shall be qualified to act as an escrow agent under applicable law.

Resignation; Removal. The Collateral Calculation Agent may resign at any time resign as Calculation Agent by giving 90 days prior written notice thereof to the Lenders Company and the Company. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time Trustee of such request. In additionintention on its part, in specifying the event the Collateral Agent fails to perform date on which its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such desired resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent and the successor's acceptance of such appointment, that 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 Security Agreementeffective; provided, however, that such notice shall be given not less than 30 days prior to the retiring Collateral said effective date, unless the Company agrees in writing to a shorter time. The Calculation Agent may be removed by the filing with it and the Trustee of an instrument in writing signed by the Company specifying such removal and the date when it shall become effective, which date shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement less than 30 days prior to the effective date of its resignation or removalnext succeeding LIBOR Determination Date. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the Any resignation or removal of any Collateral the Calculation Agent shall take effect only upon: (i) the appointment by the Company as hereinafter provided of a successor Calculation Agent; and (ii) the acceptance of such appointment by such successor Calculation Agent; provided, however, that in the event the Calculation Agent has given not less than 30 days’ prior notice of its desired resignation, and during such 30 day period there has not been acceptance by a successor Calculation Agent of its appointment as successor Calculation Agent hereunder, or the provisions Calculation Agent shall have been removed and a successor Calculation Agent shall not have been appointed and accepted such appointment within 30 days after such removal, the Calculation Agent so resigning or being removed may petition any court of competent jurisdiction for the appointment of a successor Calculation Agent. The Company covenants that it shall appoint a successor Calculation Agent as soon as practicable after receipt of any notice of resignation hereunder or the filing with the Calculation Agent of an instrument of removal hereunder. Upon its resignation or removal becoming effective, the retiring Calculation Agent shall be entitled to the payment of all compensation and the reimbursement of all reasonable expenses (including reasonable counsel fees and expenses) incurred by such retiring or removed Calculation Agent, in accordance with Section 205(d) of this Security Agreement shall inure Second Supplemental Indenture, to its benefit as to any actions taken the date such resignation or omitted to be taken by it while it was the Collateral Agent under this Security Agreementremoval becomes effective.

Resignation; Removal. The Collateral Agent Resident Trustee may resign at any time and be discharged of the trust created by giving 90 days this Trust Agreement upon not less than 30 days’ prior written notice thereof to the Lenders Managing Trustee. Upon receiving such notice of resignation, the Managing Trustee shall use his best efforts promptly to appoint a substitute or successor Resident Trustee in the manner and meeting the qualifications hereinafter provided by written instrument or instruments delivered to such resigning Resident Trustee and the Company. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such requestsubstitute or successor Resident Trustee. In addition, in the event Managing Trustee may remove the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required LendersResident Trustee, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation with or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agentwithout cause, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in Resident Trustee meeting the business qualifications hereinafter provided by written instrument or instruments delivered to the Resident Trustee being removed and to the substitute or successor Resident Trustee. Any resignation or removal of acting as the Resident Trustee and appointment of a collateral agent for mortgage warehouse lenders as a part substitute or successor Resident Trustee shall become effective only upon acceptance of its regular business. Following the appointment and acceptance of a by the substitute or successor Collateral Agent, the Collateral Resident Trustee. If no substitute or successor Resident Trustee shall be transferred to the new Collateral Agent have been appointed within 30 days after notice of such acceptance. If resignation or removal has been delivered, the Company and/or the Required Lenders, as applicable, are unable Resident Trustee may apply to agree on a court of competent jurisdiction for the appointment of a successor agent by a date 10 days prior to the effective date of Resident Trustee. Such court may thereupon, after such resignation or removalnotice, the retiring Collateral Agent shall if any, as it may deem proper, prescribe and appoint a successor Collateral Agent who is in Resident Trustee meeting the qualifications provided for herein. Any Person into which the Resident Trustee may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Resident Trustee shall be a party, or any Person that succeeds to all or substantially all of the corporate trust business of acting as a collateral agent for mortgage warehouse lenders as a the Resident Trustee, shall be the successor Resident Trustee under this Trust Agreement without the execution, delivery or filing of any paper or instrument or further act to be done on the part of its regular business. After the appointment parties hereto (except for the filing of a successor Collateral Agent and an amendment to the successor's acceptance Trust’s certificate of such appointmenttrust if required by law), that successor Collateral Agent shall thereupon succeed notwithstanding anything 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 Security Agreementcontrary herein; provided, however, that such successor Resident Trustee shall have its principal place of business in the retiring Collateral Agent shall not be discharged from any liability as a result State of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with Delaware and otherwise meet the performance requirements of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Agreementapplicable law.

Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days thirty (30) calendar days’ prior written notice thereof to the Lenders and the CompanyBorrower. The Collateral Required Lenders (excluding for the purposes hereof the Commitment of the Lender acting as Agent) may remove the Agent also agrees to resign in the event of (a) a material breach by Agent in the performance of its duties hereunder which is not cured within 90 thirty (30) days after written notice by thereof to the Company requesting the Agent or (b) Agent’s gross negligence or willful misconduct. Any such resignation of the Collateral Agent provided that no Default has occurred or removal may at Agent’s option also constitute Agent’s resignation as Issuing Lender and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lendersas Swing Loan Lender. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by M▇▇▇▇’▇ or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such approval successor Agent and, if applicable, Issuing Lender and Swing Loan Lender shall be reasonably acceptable to the Borrower, which acceptance shall not to be unreasonably withheld or delayed). If no successor Agent and, a successor agent for if applicable, Issuing Lender and Swing Loan Lender shall have been appointed and shall have accepted such Collateral appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, and (ii) following then the occurrence and during retiring Agent may, on behalf of the continuance of a DefaultLenders, the Required Lenders shall appoint a successor agent for Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by M▇▇▇▇’▇ or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such Collateral Agent who is in successor Agent, and, if applicable, successor Issuing Lender and successor Swing Loan Lender shall be reasonably acceptable to the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular businessBorrower, which acceptance shall not be unreasonably withheld or delayed. Following Upon the appointment and acceptance of any appointment as Agent and, if applicable, Issuing Lender and Swing Loan Lender hereunder by a successor Collateral AgentAgent and, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as if applicable, are unable to agree on the appointment of a Issuing Lender and Swing Loan Lender, such successor agent by a date 10 days prior to the effective date of such resignation or removalAgent and, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent if applicable, Issuing Lender and the successor's acceptance of such appointment, that successor Collateral Agent Swing Loan Lender shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agentor removed Agent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring Collateral or removed Agent shall be discharged from its duties and obligations under this Security Agreement; providedhereunder as Agent and, howeverif applicable, that the Issuing Lender and Swing Loan Lender. After any retiring Collateral Agent shall not be discharged from any liability as a result of its Agent’s resignation or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement and the other Loan Documents shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Agent, Issuing Lender and Swing Loan Lender. If the Collateral resigning or removed Agent shall also resign as the Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing Lender, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Security Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent.

Resignation; Removal. (a) The Collateral Escrow Agent may resign and be discharged from it duties and obligations at any time under this Escrow Agreement by giving 90 days prior providing written notice thereof to resTORbio and each Investor and complying with the Lenders provisions of this Section 2.10(a). Such resignation shall be effective on later of the date set forth in such written notice, which shall be no earlier than thirty (30) days after such written notice has been furnished, and the Companydate that a successor agent has been appointed or final sentence of this Section 2.10(a) has been complied with. Thereafter, the Escrow Agent shall have no further obligation except to hold the Escrow Funds as depository and cooperate reasonably in the transfer of the Escrow Funds to a successor escrow agent. resTORbio and the Requisite Investors shall promptly appoint a successor escrow agent. The Collateral Escrow Agent also agrees to resign within 90 days after written notice by shall refrain from taking any action until it shall receive a Joint Written Direction designating the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such requestsuccessor escrow agent. In additionHowever, in the event no successor escrow agent has been appointed on or prior to the Collateral date such resignation is to become effective, the Escrow Agent fails shall be entitled to perform its tender into the custody of any court of competent jurisdiction all funds, equity and other property then held by the Escrow Agent hereunder and the Escrow Agent shall, upon acceptance of any such tender and transfer of all funds, equity and property held under this Escrow Agreement, be relieved of all further duties and obligations under this Security Agreement in any material manner Escrow Agreement. (b) resTORbio and fails the Requisite Investors acting together shall have the right to correct its performance within 30 days terminate the appointment of receipt of the Escrow Agent upon thirty (30) days’ joint written notice to the Escrow Agent specifying the date upon which such termination shall take effect. Thereafter, the Escrow Agent shall have no further obligation except to hold the Escrow Funds as depository and cooperate reasonably in the transfer of the Escrow Funds to a successor escrow agent. The Escrow Agent shall refrain from taking any action until it shall receive a Joint Written Direction designating the successor escrow agent. However, in the event no successor escrow agent has been appointed on or prior to the date such failure given termination is to become effective, the Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction all funds, equity and other property then held by the Credit Escrow Agent at hereunder and the request Escrow Agent shall, upon acceptance of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such tender and transfer of all funds, equity and property held under this Escrow Agreement, be relieved of all further duties and obligations under this Escrow Agreement. (c) In the case of a resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval removal of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Escrow Agent, the Collateral Escrow Agent shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on have no responsibility for the appointment of a successor escrow agent hereunder. The successor escrow agent appointed by a date 10 days prior resTORbio and the Requisite Investors shall execute, acknowledge and deliver to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Escrow Agent and the successor's acceptance of such appointmentother parties an instrument in writing accepting its appointment hereunder, that successor Collateral and thereafter, the Escrow Agent shall thereupon succeed to and become vested with deliver all the rights, powers, privileges and duties of the retiring Collateral then-remaining balance of the Escrow Funds, less any fees and expenses then incurred by and unpaid to the Escrow Agent, to such successor escrow agent in accordance with the Joint Written Direction of resTORbio and the retiring Collateral Agent Requisite Investors and upon receipt of the Escrow Funds, the successor escrow agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as a result bound by all of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal of any Collateral Agent hereunder, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Security Escrow Agreement.

Resignation; Removal. The Collateral (a) Each Agent may resign at any time by giving 90 notifying the Secured Parties and the Borrower, no later than 30 days prior written notice thereof to the Lenders and the Company. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time effective date of such requestresignation. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Each Agent may be removed upon 30 days written days’ prior notice given (the “Removal Effective Date”) by the Credit Agent at the direction Required Lenders for such Agent’s gross negligence or willful misconduct. Upon receipt of not less than any such notice of resignation or upon any such removal, the Required Lenders. Upon any such resignation or removal: (i) so long as there Lenders shall have the right, with, unless an Event of Default has not occurred and is continuing a Defaultcontinuing, the Company shall appoint (which appointment shall be subject to the approval consent of the Required Lenders, Borrower (such approval consent not to be unreasonably withheld or delayed), to appoint a successor. If no such successor agent for such Collateral Agentshall have been so appointed by the Required Lenders, and, unless an Event of Default has occurred and is continuing, approved by the Borrower, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for have accepted such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred to the new Collateral Agent within 30 days after the retiring Agent gives notice of its resignation (or such acceptance. If the Company and/or earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), as applicablethen the retiring Agent may (but shall not be obligated to), are unable to agree on behalf of the Secured Parties, appoint a successor Agent, which shall be a Lender with an office in New York, New York, an Affiliate of a Lender or a financial institution with an office in New York, New York having a combined capital and surplus that is not less than $500,000,000, or otherwise petition any court of competent jurisdiction for the appointment of a successor agent by Agent. Whether or not a date 10 days prior successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date, or such removal shall become effective in accordance with such notice on the Removal Effective Date, as applicable. (b) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring (or retired) or removed Agent shall be discharged from its duties and obligations hereunder and under the other Financing Documents and (ii) except for any indemnity payments owed to the effective date of retiring (or retired) or removed Agent, all payments, communications and determinations provided to be made by, to or through such resignation or removal, the retiring Collateral Agent shall instead be made by or to each Secured Party directly, until such time, if any, as the Required Lenders appoint a successor Collateral Agent who is in as provided for above. Upon the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment acceptance of a successor’s appointment as Agent hereunder, such successor Collateral Agent and the successor's acceptance of such appointment, that successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Collateral or removed Agent (other than any rights to indemnity payments owed to the retiring (or retired) or removed Agent), and the retiring Collateral or removed Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance all of its duties and obligations hereunder or under this Security Agreement prior the other Financing Documents. The fees payable by the Borrower to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral a successor Agent shall continue be the same as those payable to hold its predecessor unless otherwise agreed between the Pledged Items Borrower and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agentsuccessor. After the retiring or removed Agent’s resignation or removal of any Collateral Agent hereunderhereunder and under the other Financing Documents, the provisions of this Security Agreement Article VIII and Section 10.03 shall inure to continue in effect for the benefit of such retiring (or retired) or removed Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring (or retired) or removed Agent was the Collateral Agent under this Security Agreementacting as such Agent.