Common use of Successor Administrative Agent and Collateral Agent; Termination of Agency Clause in Contracts

Successor Administrative Agent and Collateral Agent; Termination of Agency. Administrative Agent and Collateral Agent may resign at any time by giving at least fifteen (15) days written notice thereof to Indenture Trustee, each Tranche B Lender, Lessor and Lessee, and each of Administrative Agent and Collateral Agent may be removed at any time with or without cause by Indenture Trustee acting on behalf of Majority Tranche A Noteholders together with Majority Tranche B Lenders. Upon any resignation or removal of Administrative Agent or Collateral Agent, Majority Tranche B Lenders shall have the right with, provided no Lease Event of Default shall have occurred and be continuing, the consent of Lessee (such consent not to be unreasonably withheld or delayed) to appoint a successor Administrative Agent who shall be reasonably acceptable to Lessee (it being understood and agreed that any non-defaulting Tranche B Lender is deemed to be acceptable to Lessee) and not objected to by Indenture Trustee on behalf of Majority Tranche A Noteholders. If no successor Administrative Agent or Collateral Agent shall have been so appointed by Majority Tranche B Lenders within thirty (30) days after any such resignation of removal, the retiring Administrative Agent or Collateral Agent may, appoint a successor Administrative Agent or Collateral Agent which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Administrative Agent or Collateral Agent hereunder by a successor Administrative Agent or Collateral Agent, such successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Collateral Agent, and the obligations under each Operative Document. Any Administrative Agent or Collateral Agent resigning in accordance with this Section 11.7 shall retain the benefits of Section 11 as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent.

Successor Administrative Agent and Collateral Agent; Termination of Agency. The Administrative Agent and the Collateral Agent may resign at any time by giving at least fifteen (15) days written notice thereof to Indenture Trustee, each Tranche B LenderLenders, Lessor and Lessee, and each in the case of the Administrative Agent, also to the Certificate Holders, and the Administrative Agent and Collateral Agent may be removed at any time with or without cause by Indenture Trustee acting on behalf of the Majority Tranche A Noteholders together with Majority Tranche B Lenders. Upon any resignation or removal of the Administrative Agent or Collateral Agent, the Majority Tranche B Lenders shall have the right with, provided no Lease Event of Default shall have occurred and be continuing, with the consent of Lessee (such consent not to be unreasonably withheld or delayed) to appoint a successor Administrative Agent who shall be reasonably acceptable to the Lessee (it being understood and agreed that any non-defaulting Tranche B Lender is deemed to be acceptable to the Lessee) and not objected to by Indenture Trustee on behalf of Majority Tranche A Noteholders). If no successor Administrative Agent or Collateral Agent shall have been so appointed by the Majority Tranche B Lenders within thirty (30) 30 days after any such resignation of removal, the retiring Administrative Agent or the Collateral Agent may, on behalf of Lenders and the Certificate Holders, as applicable, appoint a successor Administrative Agent or Collateral Agent which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent hereunder by a successor predecessor Administrative Agent or Collateral Agent, such successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring the Administrative Agent or Collateral Agent, and the obligations under each Operative Document. Any Administrative Agent or Collateral Agent resigning in accordance with this Section 11.7 shall retain the benefits of Section 11 as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent.