Common use of Successor Collateral Agent Clause in Contracts

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Upon the resignation or removal of the Collateral Agent Agent, the Indenture Trustee may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by appoint a successor Collateral Agent, with the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of appointment pursuant the Indenture Trustee to clauses (ii) be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and (iii) below shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as otherwise provided below. If at any time the case may be, shall assume the duties of the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 hereunder. Any successor Collateral Agent appointed as provided in aggregate principal amount of Notesthis Section 9.08 shall execute, acknowledge and deliver to the Trust, the Required Holders mayDepositor, by written consentthe Note Insurer, remove the Servicer, the Indenture Trustee and to its predecessor Collateral Agent from all its functions an instrument accepting such appointment hereunder, and duties hereunder and under thereupon the other Transaction Documents. (ii) Upon any such notice of resignation or removal, removal of the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as predecessor Collateral Agent hereunder by a successor agent, shall become effective and such successor collateral agent Collateral Agent, without any further act, deed or conveyance, shall thereupon succeed to and become fully vested with all the rights, powers, privileges duties and duties obligations of its predecessor hereunder, with the collateral agentlike effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be discharged from its duties and obligations under this Agreement and for the other Transaction Documents. After account of the Collateral Agent in the event of the resignation of the Collateral Agent’s resignation or , and shall be for the account of the Servicer in the event of the removal hereunder of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the collateral agent, time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 4(w) 9.08, the Servicer shall inure to its benefit as to any actions taken or omitted to be taken by it while it was mail notice of the succession of such Collateral Agent under this Agreement hereunder to all Noteholders at their addresses as shown in the Note Register and to the other Transaction Documents. (iii) Rating Agencies. If a successor collateral agent shall not have been so appointed the Servicer fails to mail such notice within ten (10) Business Days days after acceptance of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written delivering notice of such resignation to the Company Lenders and each holder of Notes. Such resignation shall take effect Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the acceptance date such notice shall be effective, in accordance with the terms of this Section 7 of this Exhibit B. If Collateral Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Collateral Agent. If, after 30 days after the date of the retiring Collateral Agent’s notice of resignation, no successor Collateral Agent has been appointed by the Required Lenders and has accepted such appointment, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment pursuant hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to clauses (ii) any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iiiiv) below or as otherwise provided below. If at any time subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, shall take such action as may be reasonably necessary to assign to the Required Holders may, by written consent, remove the successor Collateral Agent from all its functions and duties hereunder and rights as Collateral Agent under the other Transaction Loan Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the Effective immediately upon its acceptance of any a valid appointment as Collateral Agent hereunder by Agent, a successor agentCollateral Agent shall succeed to, such successor collateral agent shall thereupon succeed to and become vested with with, all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the retiring Collateral Agent under this Agreement and the other Transaction Loan Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written delivering notice of such resignation to the Company Lenders and each holder of Notes. Such resignation shall take effect Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the acceptance date such notice shall be effective, in accordance with the terms of this Section 7 of this Exhibit B. If Collateral Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Collateral Agent. If, after 30 days after the date of the retiring Collateral Agent’s notice of resignation, no successor Collateral Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment pursuant hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to clauses (ii) any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iiiiv) below or as otherwise provided below. If at any time subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, shall take such action as may be reasonably necessary to assign to the Required Holders may, by written consent, remove the successor Collateral Agent from all its functions and duties hereunder and rights as Collateral Agent under the other Transaction Loan Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the Effective immediately upon its acceptance of any a valid appointment as Collateral Agent hereunder by Agent, a successor agentCollateral Agent shall succeed to, such successor collateral agent shall thereupon succeed to and become vested with with, all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the retiring Collateral Agent under this Agreement and the other Transaction Loan Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may may, and at the request of the Majority Buyers shall, resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Daysas Collateral Agent upon 30 days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided belowBuyers. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notesresigns under this Agreement, the Required Holders mayMajority Buyers shall appoint from among the Buyers a successor agent for the Buyers, which successor agent shall be approved by written consentthe Company, remove such approval not to be unreasonably withheld. If no successor agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent from all its functions may appoint, after consulting with the Buyers and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removalCompany, the Required Holders shall appoint a successor collateral agentagent from among the Buyers. Upon the acceptance of any its appointment as Collateral Agent hereunder by a successor agentagent hereunder, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the collateral agent, retiring Collateral Agent and the term “Collateral Agent” shall mean such successor agent and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documentsterminated. After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) 11 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 Agreement Agreement. If no successor agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the other Transaction Documents. (iii) If a successor collateral agent Buyers shall not have been so appointed within ten (10) Business Days perform all of receipt the duties of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent hereunder until such time, if any, as the Required Holders Majority Buyers appoint a successor collateral agent as provided for above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten thirty (1030) Business Days’ ' prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removalresignation, the Required Holders holders of at least two-thirds in principal amount of the Notes then outstanding shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent collateral agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s 's resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten said thirty (1030) Business Days of receipt of a written notice of resignation or removalDay period, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent collateral agent until such time, if any, as the Required Holders holders of at least two-thirds in principal amount of the Notes then outstanding appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent."

Successor Collateral Agent. (a) Any Person into which the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole, or substantially as a whole, or any Person resulting from any such conversion, merger, consolidation, sale or transfer to which the Collateral Agent is a party, shall (provided it is otherwise qualified to serve as the Collateral Agent hereunder and is acceptable to the Insurer) be and become a successor Collateral Agent hereunder and be vested with all of the title to and interest in the Spread Account Agreement Collateral and all of the trusts, powers, discretions, immunities, privileges and other matters as was its predecessor without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding, except to the extent, if any, that any such action is necessary to perfect, or continue the perfection of, the security interest of the Issuer Secured Parties in the Spread Account Agreement Collateral. (b) The Collateral Agent and any successor Collateral Agent may resign only (i) upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Collateral Agent as evidenced by an Opinion of Counsel delivered to the Insurer, and the Controlling Party does not elect to waive the Collateral Agent’s obligation to perform those duties which render it legally unable to act or elect to delegate those duties to another Person, or (ii) with the prior written consent of the Controlling Party. The Collateral Agent shall give not less than 60 days’ prior written notice of any such permitted resignation by registered or certified mail to the other Issuer Secured Party and the Issuer; provided, that such resignation shall take effect only upon the date which is the latest of (A) the effective date of the appointment of a successor Collateral Agent acceptable to the Insurer (provided that an Insurer Default has not occurred and is continuing) and the acceptance in writing by such successor Collateral Agent of such appointment and of its obligation to perform its duties hereunder in accordance with the provisions hereof, (B) delivery of the Collateral to such successor to be held in accordance with the procedures specified in Article Two, and (C) receipt by the Controlling Party of an Opinion of Counsel to the effect described in Section 5.05. Notwithstanding the preceding sentence, if by the contemplated date of resignation specified in the written notice of resignation delivered as described above no successor Collateral Agent or temporary successor Collateral Agent has been appointed Collateral Agent or becomes the Collateral Agent pursuant to Section 4.05(d), the resigning Collateral Agent may petition a court of competent jurisdiction in New York, New York for the appointment of a successor acceptable to the Insurer (provided that an Insurer Default has not occurred and is continuing). Notwithstanding anything herein to the contrary, if the Trustee, the Trust Collateral Agent and Collateral Agent are the same party and the Trustee or the Trust Collateral Agent resigns under the Indenture, the Collateral Agent may resign in accordance with the procedures for resignation of the Trustee and the Trust Collateral Agent under the Indenture. (c) The Collateral Agent may resign from be removed by the performance of all its functions and duties hereunder and under Controlling Party at any time, with or without cause, by an instrument or concurrent instruments in writing delivered to the Collateral Agent, the other Transaction Documents Issuer Secured Party and the Issuer. A temporary successor may be removed at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by allow a successor Collateral Agent of appointment to be appointed pursuant to clauses (ii) and (iii) below or as otherwise provided belowSection 4.05(d). If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or Any removal hereunder as the collateral agent, the provisions of this Section 4(w) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(wsubsection (c) that shall take effect only upon the date which is not a Buyer or an affiliate the latest of any Buyer (or i) the Required Holders or effective date of the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such appointment of a successor Collateral Agent pursuant acceptable to the terms Insurer (provided that an Insurer Default has not occurred and is continuing) and the acceptance in writing by such successor Collateral Agent of this Section 4(w))such appointment and of its obligation to perform its duties hereunder in accordance with the provisions hereof, (ii) delivery of the Company Spread Account Agreement Collateral to such successor to be held in accordance with the procedures specified in Article Two and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested (iii) receipt by the Required Holders Controlling Party of an Opinion of Counsel to the effect described in Section 5.05. (d) The Controlling Party shall have the sole right to appoint each successor Collateral Agent. Every temporary or permanent successor Collateral Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to each Issuer Secured Party and the Issuer an instrument in writing accepting such appointment hereunder and the relevant predecessor shall execute, acknowledge and deliver such other documents and instruments as will effectuate the delivery of all Spread Account Agreement Collateral to the successor Collateral Agent to be held in accordance with the procedures specified in Article Two, whereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, duties and obligations of its predecessor. Such predecessor shall, nevertheless, on the written request of either Issuer Secured Party or the Collateral Agent (Issuer, execute and deliver an instrument transferring to such successor all the estates, properties, rights and powers of such predecessor hereunder. In the event that any instrument in writing from the Issuer or its successor), as applicable, from time to time, to secure a Issuer Secured Party is reasonably required by a successor Collateral Agent satisfactory to more fully and certainly vest in such successor the requesting part(y)(ies)estates, properties, rights, powers, duties and obligations vested or intended to be vested hereunder in their sole discretionthe Collateral Agent, includingany and all such written instruments shall, without limitation, by paying all reasonable and customary fees and expenses at the request of such the temporary or permanent successor Collateral Agent, be forthwith executed, acknowledged and delivered by having the Company and each Subsidiary thereof agree to indemnify Issuer. The designation of any successor Collateral Agent pursuant to reasonable and customary terms the instrument or instruments removing any Collateral Agent and by each of appointing a successor hereunder, together with all other instruments provided for herein, shall be maintained with the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment records relating to the Security Documents reasonably requested Spread Account Agreement Collateral and, to the extent required by applicable law, filed or required recorded by the successor Collateral AgentAgent in each place where such filing or recording is necessary to effect the transfer of the Spread Account Agreement Collateral to the successor Collateral Agent or to protect or continue the perfection of the security interests granted hereunder.

Successor Collateral Agent. (ia) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving may, upon at least ten thirty (1030) Business Daysdays’ prior written notice to the Company Company, the Master Servicer and each holder of Notes. Such the Administrative Agent, resign as Collateral Agent. (b) Except as provided below, such resignation shall take effect upon the acceptance by not become effective until a successor Collateral Agent is appointed by the Administrative Agent (acting on the instructions of appointment pursuant to clauses (iithe Majority Lenders) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documentshas accepted such appointment. (iic) Upon any such If no successor Collateral Agent shall have been so appointed by the Administrative Agent (acting on the instructions of the Majority Lenders), within thirty (30) days after the departing Collateral Agent’s giving of notice of resignation or removalresignation, the Required Holders shall departing Collateral Agent may, on behalf of the Majority Lenders, appoint a successor collateral agent. Collateral Agent, which successor Collateral Agent shall be either a commercial bank having short-term debt ratings of at least A-1 from S&P and P-1 from Xxxxx’x or a Subsidiary of such an institution and (so long as no Facility Event has occurred and is continuing hereunder) shall be acceptable to the Company. (d) If no successor Collateral Agent shall have been so appointed by the Administrative Agent (acting on the instructions of the Majority Lenders) within sixty (60) days after the departing Collateral Agent’s giving of notice of resignation, the departing Collateral Agent may, on behalf of the Majority Lenders, appoint a successor Collateral Agent, which successor Collateral Agent shall be a commercial bank having short-term debt ratings of at least A-1 from S&P and P-1 from Xxxxx’x or a Subsidiary of such an institution. (e) Upon the such acceptance of any its appointment as Collateral Agent hereunder by a successor agentCollateral Agent, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the collateral agentretiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its any further duties and obligations under this Agreement and the other Transaction Documents. . (f) After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agenthereunder, the provisions of Section 2.02 of the Servicing Agreement and Section 12, Section 37.12 and this Section 4(w) 33 of this 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties acting hereunder and under the other Transaction Documents at any time may resign by giving at least ten (10) Business Days’ prior written an instrument in writing addressed and delivered to the Company and Financial Security. If the Collateral Agent is also the Indenture Trustee and, as such, determines that it has a conflicting interest on account of its acting as Collateral Agent, the Collateral Agent shall eliminate such conflicting interest by resigning as Collateral Agent hereunder rather than resigning as Indenture Trustee. Financial Security shall appoint a successor to the Collateral Agent upon any such resignation by an instrument of substitution complying with the requirements of applicable law, or, in the absence of any such requirements, without formality other than appointment and designation in writing, a copy of which instrument or writing shall be sent to the Company; provided, however, that the validity of any such appointment shall not be impaired or affected by any failure to give any such notice to the Company or by any defect therein. Upon the making and each holder acceptance of Notes. Such resignation shall take effect upon such appointment, the acceptance execution and delivery by a such successor Collateral Agent of appointment a ratifying instrument pursuant to clauses (ii) which such successor Collateral Agent agrees to assume the duties and (iii) below or as otherwise provided below. If at any time obligations imposed on the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount by the terms of Notesthis Agreement, and the Required Holders may, by written consent, remove delivery to such successor Collateral Agent of the Collateral Agent from all its functions and duties hereunder and under related documents then held by the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as retiring Collateral Agent hereunder by a successor agentAgent, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the estate, rights, powers, privileges remedies, privileges, immunities, indemnities, duties and duties of obligations hereby granted to or conferred or imposed upon the collateral agentCollateral Agent named herein, and one such appointment and designation shall not exhaust the right to appoint and designate further successor Collateral Agents hereunder. No Collateral Agent shall be discharged from its duties and or obligations under this Agreement and the other Transaction Documents. After hereunder until the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) shall inure to its benefit as to any actions taken or omitted to be taken and related documents then held by it while it was the Collateral Agent under this Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the such Collateral Agent shall then appoint a successor collateral agent who shall serve as have been transferred and delivered to the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant and such retiring Collateral Agent shall have executed and delivered to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant appropriate instruments establishing the successor Collateral Agent as the record holder of all liens and security interests in favor of Financial Security in the Collateral and transferring to such successor Collateral Agent all power given to it by the terms Indenture Trustee to act as attorney-in-fact of the Indenture Trustee for purposes of this Section 4(w)), Agreement. Each such successor Collateral Agent shall provide the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent Financial Security with its address (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of which shall thereupon become such successor Collateral Agent's Notice Address for purposes of this Agreement), by having and its telephone, Telex, TWX and telecopier numbers, to be used for purposes of Section 7.02 hereof, in a notice complying with the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agentsaid Section.

Successor Collateral Agent. (i) The Upon the resignation or removal of the Collateral Agent Agent, the Trustee may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by appoint a successor Collateral Agent, with the written approval of the Servicer; provided, however, that the successor Collateral Agent so appointed shall satisfy the eligibility criteria set forth in Section 10.06 hereof, shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of appointment pursuant the Trustee to clauses (ii) be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and (iii) below shall be approved by the Servicer. The Trustee or such custodian, as otherwise provided below. If at any time the case may be, shall assume the duties of the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 hereunder. Any successor Collateral Agent appointed as provided in aggregate principal amount of Notesthis Section 10.08 shall execute, acknowledge and deliver to the Trust, the Required Holders mayDepositor, by written consentthe Servicer, remove the Back-up Servicer, the Trustee and to its predecessor Collateral Agent from all its functions an instrument accepting such appointment hereunder, and duties hereunder and under thereupon the other Transaction Documents. (ii) Upon any such notice of resignation or removal, removal of the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as predecessor Collateral Agent hereunder by a successor agent, shall become effective and such successor collateral agent Collateral Agent, without any further act, deed or conveyance, shall thereupon succeed to and become fully vested with all the rights, powers, privileges duties and duties obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all of the collateral agentTrustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be discharged from its duties and obligations under this Agreement and for the other Transaction Documents. After account of the Collateral Agent in the event of the resignation of the Collateral Agent’s resignation or , and shall be for the account of the Servicer in the event of the removal hereunder of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 10.08 unless at the collateral agent, time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 10.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 4(w) 10.08, the Servicer shall inure to its benefit as to any actions taken or omitted to be taken by it while it was mail notice of the succession of such Collateral Agent under this Agreement hereunder to all Certificateholders at their addresses as shown in the Certificate Register and to the other Transaction Documents. (iii) Rating Agencies. If a successor collateral agent shall not have been so appointed the Servicer fails to mail such notice within ten (10) Business Days days after acceptance of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written delivering notice of such resignation to the Company Lenders and each holder of Notes. Such resignation shall take effect Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the acceptance date such notice shall be effective, in accordance with the terms of this Section 7 of this Annex I. If Collateral Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Collateral Agent. If, after 30 days after the date of the retiring Collateral Agent’s notice of resignation, no successor Collateral Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment pursuant hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to clauses (ii) any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iiiiv) below or as otherwise provided below. If at any time subject to its rights under Section 2(b) of this Annex I, the retiring Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, shall take such action as may be reasonably necessary to assign to the Required Holders may, by written consent, remove the successor Collateral Agent from all its functions and duties hereunder and rights as Collateral Agent under the other Transaction Loan Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the Effective immediately upon its acceptance of any a valid appointment as Collateral Agent hereunder by Agent, a successor agentCollateral Agent shall succeed to, such successor collateral agent shall thereupon succeed to and become vested with with, all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the retiring Collateral Agent under this Agreement and the other Transaction Loan Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten may, upon thirty (1030) Business Days’ prior written notice to the Company Borrower, the Servicer, the Lenders, the Backup Servicer or any other successor Servicer, as applicable, the Custodian and the Lenders’ Bank resign as Collateral Agent; provided, that each holder of Notes. Such resignation shall take effect upon Lender agrees to become the acceptance by a successor Collateral Agent in such capacity hereunder in accordance with the next sentence with the approval of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided belowthe Controlling Holders. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notesresigns under this Agreement, then the Required Controlling Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any during such notice of resignation or removal, the Required Holders period shall appoint from among the Lenders a successor collateral agent. Upon , whereupon such successor agent shall succeed to the acceptance rights, powers and duties of any appointment as such Collateral Agent hereunder by a Agent, and the term “Collateral Agent”, shall mean such successor agent, effective upon its acceptance of such successor collateral agent shall thereupon succeed appointment and its delivery of a duly executed counterpart of this Agreement and an acknowledgment to the Collateral Agent, and become vested with all the such former Collateral Agent’s rights, powerspowers and duties as Collateral Agent, privileges and shall be terminated, without any other or further act or deed on the part of such former agent or any of the parties to this Agreement; provided, however, that if Xxxxxx Xxxxxxx resigns as Collateral Agent, RBS shall have the option to assume the duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and upon the other Transaction Documentseffectiveness of such resignation. After the such retiring agent’s resignation hereunder as Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent Agent, under this Agreement and Agreement. Notice of the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt appointment of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, shall be provided by having the Company resigning Collateral Agent and each Subsidiary thereof agree the new Collateral Agent to indemnify any the Borrower, the Servicer, the Lenders, the Backup Servicer or other successor Servicer, the Custodian and the Lenders’ Bank. Such resigning Collateral Agent shall cooperate with the Custodian and the successor Collateral Agent pursuant in order to reasonable transfer is rights and customary terms obligations as Collateral Agent hereunder to such successor Collateral Agent (including, in order to transfer, assign and by each perfect the security interest of such Collateral Agent for the benefit of the Company Secured Parties in the Collateral, and each Subsidiary thereof executing a collateral agency agreement hereby authorizes the filing of all financing statement and/or the recordation of all certificates, instruments or similar agreement and/or other records necessary under the laws of any amendment to the Security Documents reasonably requested or required by the successor Collateral Agentapplicable state).

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written delivering notice of such resignation to the Company Lenders and each holder of Notes. Such resignation shall take effect Xxxxxxxx, effective on the date set forth in such notice or, if no such date is set forth therein, upon the acceptance date such notice shall be effective, in accordance with the terms of this Section 7 of this Exhibit B. If Collateral Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Collateral Agent. If, after 30 days after the date of the retiring Collateral Agent’s notice of resignation, no successor Collateral Agent has been appointed by the Required Xxxxxxx and has accepted such appointment, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment pursuant hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to clauses (ii) any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iiiiv) below or as otherwise provided below. If at any time subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, shall take such action as may be reasonably necessary to assign to the Required Holders may, by written consent, remove the successor Collateral Agent from all its functions and duties hereunder and rights as Collateral Agent under the other Transaction Loan Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the Effective immediately upon its acceptance of any a valid appointment as Collateral Agent hereunder by Agent, a successor agentCollateral Agent shall succeed to, such successor collateral agent shall thereupon succeed to and become vested with with, all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the retiring Collateral Agent under this Agreement and the other Transaction Loan Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten thirty (1030) Business Daysdays’ prior written notice thereof to Lenders and Borrower; provided, however, that the Company and each holder of Notes. Such resignation retiring Collateral Agent shall take effect upon the acceptance by continue to serve until a successor Collateral Agent of appointment shall have been selected and approved pursuant to clauses (ii) and (iii) below or as otherwise provided belowthis Section 13.3. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice notice, Collateral Agent shall have the right to appoint, subject to the consent of resignation or removalLenders, the Required Holders shall appoint a successor collateral agentCollateral Agent. Without limitation of the foregoing, if Collateral Agent becomes insolvent or commits any act or omission constituting gross negligence or willful misconduct of its duties as Collateral Agent hereunder, then the Lenders shall have the right to replace the Collateral Agent. Upon the acceptance of any its appointment as successor Collateral Agent hereunder by a successor agenthereunder, the Person acting as such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the collateral agent, retiring Collateral Agent and the respective term “Collateral Agent” means such successor Collateral Agent and the retiring Collateral Agent’s appointment, powers and duties in such capacities shall be discharged from terminated without any other further act or deed on its duties and obligations under this Agreement and the other Transaction Documentsbehalf. After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Article 13 and Section 4(w) 12.2 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 Agreement and the other Transaction DocumentsAgreement. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least as Collateral Agent upon ten (10) Business Daysdays’ prior written notice to the Company Lenders and each holder of NotesBorrower. Such resignation If Collateral Agent resigns under this Agreement, all Lenders shall take effect upon appoint from among the acceptance by Lenders (or the affiliates thereof) a successor Collateral Agent for the Lenders, which successor Collateral Agent shall (unless an Event of appointment pursuant Default has occurred and is continuing) be subject to clauses the approval of Borrower (ii) and (iii) below which approval shall not be unreasonably withheld or as otherwise provided belowdelayed). If at any time the no successor Collateral Agent (together is appointed prior to the effective date of the resignation of Collateral Agent, Collateral Agent may appoint, after consulting with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notesthe Lenders and upon notice to Borrower, the Required Holders may, by written consent, remove the a successor Collateral Agent from all its functions and duties hereunder and under among the other Transaction Documents. Lenders (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agentaffiliates thereof). Upon the acceptance of any its appointment as successor Collateral Agent hereunder by a successor agenthereunder, the Person acting as such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the collateral agent, retiring Collateral Agent and the respective term “Collateral Agent” means such successor Collateral Agent and the retiring Collateral Agent’s appointment, powers and duties in such capacities shall be discharged from terminated without any other further act or deed on its duties and obligations under this Agreement and the other Transaction Documentsbehalf. After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Article 13 and Section 4(w) 12.1 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 Agreement and Agreement. If no successor Collateral Agent has accepted appointment as Collateral Agent by the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within date ten (10) Business Days of receipt of days following a written retiring Collateral Agent’s notice of resignation or removalresignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent hereunder until such time, if any, as the Required Holders Lenders appoint a successor collateral agent as provided for above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may may, and at the request of the Majority Holders shall, resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Daysas Collateral Agent upon 30 days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided belowHolders. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notesresigns under this Agreement, the Required Majority Holders mayshall appoint from among the Holders a successor agent for the Holders, which successor agent shall be approved by written consentthe Company, remove such approval not to be unreasonably withheld. If no successor agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent from all its functions may appoint, after consulting with the Holders and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removalCompany, the Required Holders shall appoint a successor collateral agentagent from among the Holders. Upon the acceptance of any its appointment as Collateral Agent hereunder by a successor agentagent hereunder, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the collateral agent, retiring Collateral Agent and the term “Collateral Agent” shall mean such successor agent and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documentsterminated. After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) 11 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 Agreement Agreement. If no successor agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the other Transaction Documents. (iii) If a successor collateral agent Holders shall not have been so appointed within ten (10) Business Days perform all of receipt the duties of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent hereunder until such time, if any, as the Required Majority Holders appoint a successor collateral agent as provided for above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten thirty (1030) Business Days’ prior written notice to the Company and each holder of Exchanged Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removalresignation, the Required Holders holders of a majority in principal amount of the Exchanged Notes then outstanding shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent collateral agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w4(q) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten said thirty (1030) Business Days of receipt of a written notice of resignation or removalDay period, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent collateral agent until such time, if any, as the Required Holders holders of a majority in principal amount of the Exchanged Notes then outstanding appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.”

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written as Collateral Agent upon 30 days' notice to the Company and each holder other holders of the Notes. Such resignation If the Collateral Agent resigns under this Agreement, the Required Note Holders shall take effect upon appoint from among the acceptance by holders of the Notes a successor Collateral Agent for the holders of appointment pursuant the Notes which successor Collateral Agent shall be consented to clauses by the Company at all times other than during the existence of an Event of Default (ii) and (iii) below which consent of the Company shall not be unreasonably withheld or as otherwise provided belowdelayed). If at any time no successor Collateral Agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent (together may appoint, after consulting with its affiliates) beneficially owns less than $100,000 in aggregate principal amount the other holders of Notesthe Notes and the Company, the Required Holders may, by written consent, remove the a successor Collateral Agent from all its functions and duties hereunder and under among the other Transaction Documents. (ii) Upon any such notice holders of resignation or removal, the Required Holders shall appoint a successor collateral agentNotes. Upon the acceptance of any its appointment as successor Collateral Agent hereunder by a successor agenthereunder, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the collateral agent, retiring Collateral Agent and the term "Collateral Agent" shall mean such successor Collateral Agent and the retiring Collateral Agent's appointment, powers and duties as Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documentsterminated. After the any retiring Collateral Agent’s 's resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) 14 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 Agreement Agreement. If no successor Collateral Agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent's notice of resignation, the retiring Collateral Agent's resignation shall nevertheless thereupon become effective and the other Transaction Documents. (iii) If a successor collateral agent holders of the Notes shall not have been so appointed within ten (10) Business Days perform all of receipt the duties of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent hereunder until such time, if any, as the Required Note Holders appoint a successor collateral agent as provided for above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten fifteen (1015) Business Days’ Days prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent reasonably satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (ia) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ 30 days prior written notice thereof to each Loan Party and the Credit Parties. Upon the occurrence and during the continuance of any event of default under any of the Loan Documents, the Required Creditors may remove the Collateral Agent upon not less than 30 days prior written notice thereof to the Company Collateral Agent, each Loan Party and each holder of Notesthe Credit Parties. Such resignation or removal shall take effect upon be effective on the date specified in such notice and, on such date, the resigning or removed Collateral Agent shall be automatically discharged from its duties under this Agreement and the other Loan Documents without requirement of any further action by such resigning or removed Collateral Agent. Upon any such resignation or removal, the Required Creditors shall have the right to appoint a successor Collateral Agent (subject to the approval of the Credit Parties so long as no default or event of default exists under any Loan Document, such approval not be unreasonably withheld or delayed). If no successor Collateral Agent shall have been appointed and shall have accepted such appointment within thirty (30) days after such notice of resignation or removal, then the resigning or removed Collateral Agent, on behalf of the Secured Creditors, may, but shall not be obligated to, appoint a successor Collateral Agent. If no successor Collateral Agent shall be appointed and shall have accepted such appointment within thirty (30) days after such notice of resignation or removal, any Secured Creditor may apply to any court of competent jurisdiction to appoint a successor Collateral Agent until such time, if any, as a successor Collateral Agent shall have been appointed as provided in this Section 6.17. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Loan Parties as provided in this Section 6.17. (b) Any successor Collateral Agent shall be either a Lender or a commercial bank or trust company organized under the Laws of the United States of America or any state thereof and having a combined capital and surplus of at least $500,000,000. (c) Upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agenthereunder, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all of the properties, rights, powers, privileges duties, authority and duties title of the collateral agentretiring Collateral Agent in its capacity as such, without any further act, deed or conveyance; but such predecessor Collateral Agent shall nevertheless, on the request of any Credit Party, any Loan Party or the successor Collateral Agent from time to time, execute and deliver instruments transferring and confirming to such successor all the properties, rights, powers, duties, authority and title of such predecessor, and shall deliver all securities and moneys held by it or them to such successor agent or agents. After any Collateral Agent’s resignation hereunder as Collateral Agent, the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Security Documents in its capacity as Collateral Agent’s resignation or removal hereunder as the collateral agent, but the provisions of this Section 4(w) Article V shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the Security Documents. If and so long as no successor Collateral Agent shall have been appointed, then any notice or other Transaction Documentscommunication required or permitted to be given by the retiring Collateral Agent shall be sufficiently given if given by the Loan Parties acting jointly and all notices or other communications required or permitted to be given to the retiring Collateral Agent shall be given to the Loan Parties. (iiid) If a successor collateral agent Notwithstanding any other provision of this Agreement or the Security Documents to the contrary, neither the Collateral Agent nor any of its directors, officers, employees or agents shall not have been so appointed within ten be liable to any Secured Creditor for any action taken or omitted to be taken by it or them under or in connection with this Section 6.17. (10e) Business Days of receipt of a written notice of resignation Any corporation into which the Collateral Agent may be merged or removalconverted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Collateral Agent shall then appoint be a party, shall be the successor collateral agent who shall serve as of the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided abovehereof. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties acting hereunder and under the other Transaction Documents at any time may resign by giving at least ten (10) Business Days’ prior written an instrument in writing addressed and delivered to WFSRC and Financial Security. If the Collateral Agent is also the Indenture Trustee and, as such, determines that it has a conflicting interest on account of its acting as Collateral Agent, the Collateral Agent shall eliminate such conflicting interest by resigning as Collateral Agent hereunder rather than resigning as Indenture Trustee. Financial Security shall appoint a successor to the Collateral Agent upon any such resignation by an instrument of substitution complying with the requirements of applicable law, or, in the absence of any such requirements, without formality other than appointment and designation in writing, a copy of which instrument or writing shall be sent to WFSRC; provided, however, that the validity of any such appointment shall not be impaired or affected by any failure to give any such notice to WFSRC or by any defect therein. Upon the Company making and each holder acceptance of Notes. Such resignation shall take effect upon such appointment, the acceptance execution and delivery by a such successor Collateral Agent of appointment a ratifying instrument pursuant to clauses (ii) which such successor Collateral Agent agrees to assume the duties and (iii) below or as otherwise provided below. If at any time obligations imposed on the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount by the terms of Notesthis Agreement, and the Required Holders may, by written consent, remove delivery to such successor Collateral Agent of the Collateral Agent from all its functions and duties hereunder and under related documents then held by the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as retiring Collateral Agent hereunder by a successor agentAgent, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the estate, rights, powers, privileges remedies, privileges, immunities, indemnities, duties and duties of obligations hereby granted to or conferred or imposed upon the collateral agentCollateral Agent named herein, and one such appointment and designation shall not exhaust the right to appoint and designate further successor Collateral Agents hereunder. No Collateral Agent shall be discharged from its duties and or obligations under this Agreement and the other Transaction Documents. After hereunder until the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) shall inure to its benefit as to any actions taken or omitted to be taken and related documents then held by it while it was the Collateral Agent under this Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the such Collateral Agent shall then appoint a successor collateral agent who shall serve as have been transferred and delivered to the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant and such retiring Collateral Agent shall have executed and delivered to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to appropriate instruments establishing the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory as the record holder of all liens and security interests in favor of Financial Security in the Collateral and transferring to such successor Collateral Agent all power given to it by the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable Indenture Trustee to act as attorney-in-fact of the Indenture Trustee for purposes of this Agreement. Each such successor Collateral Agent shall provide WFSRC and customary fees and expenses of Financial Security with its address (which shall thereupon become such successor Collateral Agent's Notice Address for purposes of this Agreement), by having and its telephone, Telex, TWX and telecopier numbers, to be used for purposes of Section 7.02 hereof, in a notice complying with the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agentsaid Section.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least as Collateral Agent upon ten (10) Business Daysdays’ prior written notice to the Company and each holder of NotesLenders. Such resignation If Collateral Agent resigns under this Agreement, all Lenders shall take effect upon appoint from among the acceptance by Lenders (or the affiliates thereof) a successor Collateral Agent for the Lenders, which successor Collateral Agent shall (unless an Event of appointment pursuant Default has occurred and is continuing) be subject to clauses the approval of Borrower (ii) and (iii) below which approval shall not be unreasonably withheld or as otherwise provided belowdelayed). If at any time the no successor Collateral Agent (together is appointed prior to the effective date of the resignation of Collateral Agent, Collateral Agent may appoint, after consulting with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notesthe Lenders, the Required Holders may, by written consent, remove the a successor Collateral Agent from all its functions and duties hereunder and under among the other Transaction Documents. Lenders (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agentaffiliates thereof). Upon the acceptance of any its appointment as successor Collateral Agent hereunder by a successor agenthereunder, the Person acting as such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the collateral agent, retiring Collateral Agent and the respective term “Collateral Agent” means such successor Collateral Agent and the retiring Collateral Agent’s appointment, powers and duties in such capacities shall be discharged from terminated without any other further act or deed on its duties and obligations under this Agreement and the other Transaction Documentsbehalf. After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(wArticle 13 and Sections 2.3(d) and 12.2 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 Agreement and Agreement. If no successor Collateral Agent has accepted appointment as Collateral Agent by the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within date ten (10) Business Days of receipt of days following a written retiring Collateral Agent’s notice of resignation or removalresignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent hereunder until such time, if any, as the Required Holders Lenders appoint a successor collateral agent as provided for above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The 6.7.1 Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving written notice thereof to Purchasers and Issuer, and Collateral Agent may be removed at least ten (10) Business Days’ any time with or without cause by the decision of Purchasers holding a majority in face amount of the Notes. Upon any such resignation or removal, Purchasers will have the right, with the prior written consent of Issuer, which consent will not be unreasonably withheld or delayed, to appoint a successor agent to serve as Collateral Agent hereunder and under the Security Agreement. If no successor Collateral Agent has been so appointed by the Purchasers and has accepted such appointment within 30 days after retiring Collateral Agent’s giving of notice of resignation or Purchasers’ removal of retiring Collateral Agent, then, upon the prior written consent of Issuer, which consent will not be unreasonably withheld or delayed, retiring Collateral Agent may, on behalf of Purchasers, appoint a successor Collateral Agent, which must be acceptable to the Company and each holder holders of a majority of the outstanding indebtedness under the Notes. Such resignation shall take effect upon . 6.7.2 Upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any person meeting such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance qualifications of any appointment as Collateral Agent hereunder by a successor agenthereunder, such successor collateral agent shall will thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentretiring Collateral Agent, and the retiring Collateral Agent shall will be discharged from its duties and obligations under this Agreement and the other Transaction DocumentsAgreement. After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) shall inure to its benefit hereof will survive as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the other Transaction DocumentsAgreement. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (ia) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent does not (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of own any Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (iib) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) 4.15 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 Agreement and the other Transaction Documents. (iiic) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (ivd) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) 4.15 that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)4.15), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign at any time give notice of its resignation to the Purchasers and the Borrower. Upon receipt of any such notice of resignation, the Required Purchasers shall have the right to appoint a successor Collateral Agent. If no such successor shall have been so appointed by the Required Purchasers and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives notice of its resignation, then (a) the resignation of the Collateral Agent shall become effective on such 30th day, (b) the Required Purchasers shall perform the duties of the Collateral Agent under the Note Documents until the Required Purchasers appoint a successor Collateral Agent, (c) the retiring Collateral Agent shall be discharged from the performance of all its functions duties and duties obligations hereunder and under the other Transaction Note Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iiid) below all payments, communications and determinations provided to be made by, to or as otherwise provided below. If at any time through the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notesshall instead be made by or to each Purchaser directly, until such time as the Required Holders may, by written consent, remove Purchasers appoint a successor the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agentas provided for in this Section 13.5. Upon the acceptance of any a successor’s appointment as the Collateral Agent hereunder by a successor agenthereunder, such successor collateral agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the collateral agentretiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder and under this Agreement and the other Transaction DocumentsNote Documents (if not already discharged therefrom as provided herein). After the retiring Collateral Agent’s resignation or removal hereunder as and under the collateral agentother Note Documents, the provisions of this Section 4(w) Article 13 shall inure to continue in effect for the benefit of such retiring Collateral Agent and its benefit as to sub-agents in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Collateral Agent under this Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation was acting or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve was continuing to act as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten thirty (1030) Business Days’ days' prior written notice thereof to the Company Noteholders and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Grantor, and the Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantor and the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, and signed by the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Requisite Holders. Upon any such notice of resignation or any such removal, the Required Requisite Holders shall have the right, upon five (5) Business Days' notice to the Grantor, to appoint a successor collateral agentCollateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agentCollateral Agent, such that successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentretiring or removed Collateral Agent, and the retiring or removed Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, securities and other items of Collateral held under the Collateral Documents, together with all Records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Collateral Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunder and under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written as Collateral Agent, upon 30 days' notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided belowObligee. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder resign as the collateral agent, the provisions of this Section 4(w) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent , then the Obligee shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who for the Obligee, which successor collateral agent, except if an Event of Default shall serve have occurred and be continuing, shall be approved by the Company (which approval shall not be unreasonably withheld), whereupon, effective upon acceptance of its appointment as successor collateral agent, such successor collateral agent shall succeed to the rights, powers and duties of Collateral Agent until and the term "Collateral Agent" shall mean such timesuccessor collateral agent, if anyand the former Collateral Agent's rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the Required Holders part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Secured Instrument. If the Obligee fails to appoint a successor collateral agent for the Obligee as provided above. (iv) In above within 30 days after the event that a successor Collateral Agent is appointed pursuant to the provisions resignation of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, then Collateral Agent may appoint a successor collateral agent for the Obligee, which successor collateral agent, except if an Event of Default shall have occurred and be continuing, shall be approved by having the Company (which approval shall not be unreasonably withheld), whereupon, effective upon acceptance of its appointment as successor collateral agent, such successor collateral agent shall succeed to the rights, powers and each Subsidiary thereof agree to indemnify any successor duties of Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.the

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 25,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w4(v) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w4(v) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w4(v)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten thirty (1030) Business Daysdays’ prior written notice thereof to Lenders and Parent; provided, however, that the Company and each holder of Notes. Such resignation retiring Collateral Agent shall take effect upon the acceptance by continue to serve until a successor Collateral Agent of appointment shall have been selected and approved pursuant to clauses (ii) and (iii) below or as otherwise provided belowthis Section 13.19. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice notice, Collateral Agent shall have the right to appoint, subject to the consent of resignation or removalLenders, the Required Holders shall appoint a successor collateral agentCollateral Agent. Without limitation of the foregoing, if Collateral Agent becomes insolvent or commits any act or omission constituting gross negligence or willful misconduct of its duties as Collateral Agent hereunder, then the Lenders shall have the right to replace the Collateral Agent. Upon the acceptance of any its appointment as successor Collateral Agent hereunder by a successor agenthereunder, the Person acting as such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the collateral agent, retiring Collateral Agent and the respective term “Collateral Agent” means such successor Collateral Agent and the retiring Collateral Agent’s appointment, powers and duties in such capacities shall be discharged from terminated without any other further act or deed on its duties and obligations under this Agreement and the other Transaction Documentsbehalf. After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Article 13 and Section 4(w) 12.2 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 Agreement and the other Transaction DocumentsAgreement. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (ia) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Daystwenty days’ prior written notice thereof to the Company Noteholders and each holder of Notesthe Issuer. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removalresignation, the Series B Administrative Holder (if Section 2 applies) or the Required Holders Noteholders (if Section 3 applies) shall have the right to appoint a successor collateral agentCollateral Agent. Upon The Collateral Agent’s resignation shall become effective twenty days after delivery by the acceptance of any appointment as Collateral Agent hereunder by a successor agentof the notice referred to in the first sentence of this Section 4.7 (the “Resignation Date”). On the Resignation Date, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documentshereunder. After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) 4 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under hereunder. Any successor Collateral Agent appointed pursuant to this Agreement and Section shall, upon its acceptance of such appointment, become the other Transaction Documentssuccessor Collateral Agent for all purposes hereunder. (iiib) If a successor collateral agent shall the Repriority Event does not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removaltimely occur, the Collateral Agent shall then Series B Holders may at any time thereafter appoint a successor collateral agent who shall serve as the replacement Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided aboveAgent. (ivc) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (resigns or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w))is replaced, the Company Issuer and each Subsidiary thereof covenants and agrees to promptly take all actions the Noteholders shall cooperate in every manner reasonably requested by the Series B Administrative Holder (if Section 2 applies) or the Required Holders or Noteholders (if Section 3 applies) and the successor Collateral Agent to facilitate the transfer of Liens (and perfection thereof), Collateral and related responsibilities to such replacement Collateral Agent, which cooperation shall include modification of the terms applicable to the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of extent necessary to conform to such successor replacement Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary ’s standard terms and by each for such engagements. Each of the Company Noteholders acknowledges and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment agrees in advance that such modifications may include additional waivers and other terms that diminish the rights of the Noteholders relating to the Security Documents reasonably requested or required by the successor Collateral Agent. (d) Notwithstanding any other provision herein, the Initial Collateral Agent may assign its rights and obligations hereunder to any of its Affiliates without the consent of any other Person.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written delivering notice of such resignation to the Company Lenders and each holder of Notes. Such resignation shall take effect Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the acceptance date such notice shall be effective, in accordance with the terms of this Section 7 of this Exhibit B. If Collateral Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Collateral Agent. If, after 30 days after the date of the retiring Collateral Agent’s notice of resignation, no successor Collateral Agent has been appointed by the Required Lenders and has accepted such appointment, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment pursuant hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to clauses (ii) any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iiid) below or as otherwise provided below. If at any time subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, shall take such action as may be reasonably necessary to assign to the Required Holders may, by written consent, remove the successor Collateral Agent from all its functions and duties hereunder and rights as Collateral Agent under the other Transaction Loan Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the Effective immediately upon its acceptance of any a valid appointment as Collateral Agent hereunder by Agent, a successor agentCollateral Agent shall succeed to, such successor collateral agent shall thereupon succeed to and become vested with with, all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the retiring Collateral Agent under this Agreement and the other Transaction Loan Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and as Collateral Agent under the other Transaction Loan Documents at any time by giving at least ten upon thirty (1030) Business Daysdays’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided belowLenders. If at any time the Collateral Agent shall resign, then the Required Benefited Creditors (together with its affiliatesas determined by excluding the Benefited Creditor resigning as the Collateral Agent) beneficially owns less than $100,000 in aggregate principal amount shall (with, so long as there shall not exist and be continuing an Event of NotesDefault, the consent of the Borrower, such consent not to be unreasonably withheld or delayed) appoint a successor agent or, if such Required Holders mayBenefited Creditors are unable to agree on the appointment of a successor agent, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon agent for the acceptance of any appointment as Collateral Agent hereunder by a successor agent, Benefited Creditors whereupon such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the collateral agentCollateral Agent, and the term “Collateral Agent” shall mean such successor agent effective upon its appointment, and the former Collateral Agent’s rights, powers and duties as Collateral Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement and or any of the other Transaction DocumentsLoan Documents or successors thereto. After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) the Loan Documents 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 Agreement and the other Transaction Loan Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written as Collateral Agent upon 30 days' notice to the Company Lenders and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided belowDebtor. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment resign as Collateral Agent hereunder by under this Agreement and the other Loan Documents, then the Lenders shall appoint from among the Lenders a successor agentagent for the Lenders, which successor agent shall be subject to approval by the Debtor (which approval shall not be unreasonably withheld or delayed), whereupon such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the collateral agentresigning Collateral Agent, and the term "Collateral Agent" shall mean such successor agent effective upon such appointment and approval, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holders of the loans made under the Promissory Notes. If no successor agent has been appointed and accepted appointment as Collateral Agent by the date that is 30 days following a retiring Collateral Agent's notice of resignation, the retiring Collateral Agent's resignation shall nevertheless thereupon become effective, and the other Transaction DocumentsLenders shall assume and perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Lenders appoint a successor agent as provided for above. After the any retiring Collateral Agent’s 's resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) 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 Agreement and the other Transaction Loan Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w4(v) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w4(v) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, the Required Holders shall notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w4(v)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten thirty (1030) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removalresignation, the Required Holders holders of at least two-thirds in principal amount of the Notes then outstanding shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent collateral agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w4(s) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten said thirty (1030) Business Days of receipt of a written notice of resignation or removalDay period, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent collateral agent until such time, if any, as the Required Holders holders of at least two-thirds in principal amount of the Notes then outstanding appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Daysnot less than thirty days’ prior written notice thereof to the Company Lenders, the Company, and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Credit Parties, and the Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If may be removed at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, or without cause by written consent, remove notice received by the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Requisite Lenders. Upon any such notice of resignation or removal, the Required Holders Requisite Lenders shall appoint have the right to appoint, on behalf of the Lenders, a successor collateral agentCollateral Agent. If no successor Collateral Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty days after the retiring Collateral Agent’s giving notice of resignation, then the retiring Collateral Agent may appoint, on behalf of the Lenders, a successor Collateral Agent. Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor agentCollateral Agent, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentretiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under this Agreement and the other Transaction Collateral Documents. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided herein and shall have assumed in writing the obligations of the Collateral Agent hereunder and under the Collateral Documents. Any replacement Collateral Agent shall be a bank, trust company, or insurance company having capital, surplus, and undivided profits of at least $250,000,000. After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) Agreement 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve acting as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or hereunder and under the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral AgentDocuments.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties as Collateral Agent hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Daysupon 90 days’ prior written notice to the Company Payees and each holder of Notes. Such resignation shall take effect the Maker and may be removed at any time, with or without cause, by the Requisite Payees upon 90 days’ notice to the acceptance by a successor Payees, the Maker and the Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided belowAgent. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount shall resign or be removed as Collateral Agent under this Pledge Agreement, then the Requisite Payees shall appoint a successor agent for the Payees, whereupon such successor agent shall succeed to the rights, powers and duties of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all (any successor agent, a “Successor Collateral Agent”); provided that, so long as no Event of Default has occurred and is continuing, the consent of the Maker shall be required prior to the appointment of any such Successor Collateral Agent, which consent shall not be unreasonably withheld or delayed. If the appointment of such successor shall not have become effective (as hereafter provided) within such ninety-day period after the Collateral Agent’s resignation or upon removal of the Collateral Agent, then (i) the Collateral Agent may assign the security interests granted pursuant to the Pledge Agreement and its functions and duties hereunder and under the other Transaction Documents. Pledge Agreement to the Payees, as their interests may appear, and in such case all references herein to “Collateral Agent” shall be deemed to refer to “Requisite Payees” and (ii) Upon any the Payees may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent and such court shall, after such notice of resignation or removalas it may deem proper, the Required Holders shall appoint a successor collateral agentCollateral Agent meeting the qualifications specified in this Section 12(g). Upon The Payees hereby consent to such petition and appointment so long as such criteria are met. The term “Collateral Agent” shall mean the successor agent effective upon its appointment and upon its acceptance of any appointment such appointment, and the former Collateral Agent’s rights, powers and duties as Collateral Agent hereunder by a successor agentshall be terminated, without any other or further act or deed on the part of such successor collateral agent former Collateral Agent or any of the parties to this Pledge Agreement, and the Successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, retiring Collateral Agent. The resigning or removed Collateral Agent agrees that it shall take all actions and execute all documents which may be reasonably required by the Payees and the Successor Collateral Agent to give effect to its replacement as the Collateral Agent hereunder and shall be discharged from its duties and obligations fully indemnified under the terms of this Pledge Agreement and the other Transaction Documentsin so doing. After the Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) 12 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 Agreement and the other Transaction DocumentsPledge Agreement. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (ia) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving may, upon at least ten thirty (1030) Business Daysdays’ prior written notice to the Company Company, the Master Servicer and each holder of Notes. Such the Administrative Agent, resign as Collateral Agent. (b) Except as provided below, such resignation shall take effect upon the acceptance by not become effective until a successor Collateral Agent is appointed by the Administrative Agent (acting on the instructions of appointment pursuant to clauses (iithe Majority Lenders) and has accepted such appointment. (iiic) below If no successor Collateral Agent shall have been so appointed by the Administrative Agent (acting on the instructions of the Majority Lenders), within thirty (30) days after the departing Collateral Agent’s giving of notice of resignation, the departing Collateral Agent may, on behalf of the Majority Lenders, appoint a successor Collateral Agent, which successor Collateral Agent shall be either a commercial bank having short-term debt ratings of at least A-1 from S&P and P-1 from Xxxxx’x or a Subsidiary of such an institution and (so long as otherwise provided below. no Facility Event has occurred and is continuing hereunder) shall be acceptable to the Company. (d) If no successor Collateral Agent shall have been so appointed by the Administrative Agent (acting on the instructions of the Majority Lenders) within sixty (60) days after the departing Collateral Agent’s giving of notice of resignation, the departing Collateral Agent may, on behalf of the Majority Lenders, appoint a successor Collateral Agent, which successor Collateral Agent shall be either a commercial bank having short-term debt ratings of at any time least A-1 from S&P and P-1 from Xxxxx’x or a Subsidiary of such an institution or be a Trust Corporation within the meaning of the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction DocumentsXxx 0000. (iie) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any its appointment as Collateral Agent hereunder by a successor agentCollateral Agent, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the collateral agentretiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its any further duties and obligations under this Agreement and the other Transaction Documents. . (f) After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agenthereunder, the provisions of Section 2.01 of the Servicing Agreement and Section 14, Section 36.12 and this Section 4(w) 32 of this 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Upon the resignation or removal of the Collateral Agent Agent, the Trustee may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by appoint a successor Collateral Agent, with the written approval of the Servicer; provided, however, that the successor Collateral Agent so appointed shall satisfy the eligibility criteria set forth in Section 10.06 hereof, shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of appointment pursuant the Trustee to clauses (ii) be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and (iii) below shall be approved by the Servicer. The Trustee or such custodian, as otherwise provided below. If at any time the case may be, shall assume the duties of the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 hereunder. Any successor Collateral Agent appointed as provided in aggregate principal amount of Notesthis Section 10.08 shall execute, acknowledge and deliver to the Trust, the Required Holders mayDepositor, by written consentthe Servicer, remove the Trustee and to its predecessor Collateral Agent from all its functions an instrument accepting such appointment hereunder, and duties hereunder and under thereupon the other Transaction Documents. (ii) Upon any such notice of resignation or removal, removal of the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as predecessor Collateral Agent hereunder by a successor agent, shall become effective and such successor collateral agent Collateral Agent, without any further act, deed or conveyance, shall thereupon succeed to and become fully vested with all the rights, powers, privileges duties and duties obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all of the collateral agentTrustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be discharged from its duties and obligations under this Agreement and for the other Transaction Documents. After account of the Collateral Agent in the event of the resignation of the Collateral Agent’s resignation or , and shall be for the account of the Servicer in the event of the removal hereunder of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 10.08 unless at the collateral agent, time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 10.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 4(w) 10.08, the Servicer shall inure to its benefit as to any actions taken or omitted to be taken by it while it was mail notice of the succession of such Collateral Agent under this Agreement hereunder to all Certificateholders at their addresses as shown in the Certificate Register and to the other Transaction Documents. (iii) Rating Agencies. If a successor collateral agent shall not have been so appointed the Servicer fails to mail such notice within ten (10) Business Days days after acceptance of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties acting hereunder and under the other Transaction Documents at any time may resign by giving at least ten (10) Business Days’ prior written an instrument in writing addressed and delivered to the Seller and Financial Security. If the Collateral Agent is also the Indenture Trustee and, as such, determines that it has a conflicting interest on account of its acting as Collateral Agent, the Collateral Agent shall eliminate such conflicting interest by resigning as Collateral Agent hereunder rather than resigning as Indenture Trustee. Financial Security shall appoint a successor to the Collateral Agent upon any such resignation by an instrument of substitution complying with the requirements of applicable law, or, in the absence of any such requirements, without formality other than appointment and designation in writing, a copy of which instrument or writing shall be sent to the Seller; provided, however, that the validity of any such appointment shall not be impaired or affected by any failure to give any such notice to the Company Seller or by any defect therein. Upon the making and each holder acceptance of Notes. Such resignation shall take effect upon such appointment, the acceptance execution and delivery by a such successor Collateral Agent of appointment a ratifying instrument pursuant to clauses (ii) which such successor Collateral Agent agrees to assume the duties and (iii) below or as otherwise provided below. If at any time obligations imposed on the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount by the terms of Notesthis Agreement, and the Required Holders may, by written consent, remove delivery to such successor Collateral Agent of the Collateral Agent from all its functions and duties hereunder and under related documents then held by the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as retiring Collateral Agent hereunder by a successor agentAgent, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the estate, rights, powers, privileges remedies, privileges, immunities, indemnities, duties and duties of obligations hereby granted to or conferred or imposed upon the collateral agentCollateral Agent named herein, and one such appointment and designation shall not exhaust the right to appoint and designate further successor Collateral Agents hereunder. No Collateral Agent shall be discharged from its duties and or obligations under this Agreement and the other Transaction Documents. After hereunder until the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) shall inure to its benefit as to any actions taken or omitted to be taken and related documents then held by it while it was the Collateral Agent under this Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the such Collateral Agent shall then appoint a successor collateral agent who shall serve as have been transferred and delivered to the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant and such retiring Collateral Agent shall have executed and delivered to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to appropriate instruments establishing the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory as the record holder of all liens and security interests in favor of Financial Security in the Collateral and transferring to such successor Collateral Agent all power given to it by the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable Indenture Trustee to act as attorney-in-fact of the Indenture Trustee for purposes of this Agreement. Each such successor Collateral Agent shall provide the Seller and customary fees and expenses of Financial Security with its address (which shall thereupon become such successor Collateral Agent's Notice Address for purposes of this Agreement), by having and its telephone, Telex, TWX and telecopier numbers, to be used for purposes of Section 7.02 hereof, in a notice complying with the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agentsaid Section.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Daysas Collateral Agent upon 30 days’ prior written notice to the Company Lenders, the Borrowers and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided belowAdministrative Agent. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notesshall resign as Collateral Agent, then the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders Lenders shall appoint from among the Lenders a successor collateral agent. Upon agent for the acceptance of any appointment as Collateral Agent hereunder Lenders, which successor agent shall be subject to written approval by a successor agentthe Initial Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the collateral agentCollateral Agent, and the term “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, and the former Collateral Agent’s rights, powers and duties as Collateral Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement and or any holders of the other Transaction DocumentsLoans. After If no successor agent has been appointed as Collateral Agent by the date that is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation or removal hereunder as shall nevertheless thereupon become effective, and the collateral agent, Lenders shall assume and perform all of the provisions duties of this Section 4(w) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent hereunder until such time, if any, as the Required Holders Lenders, subject to written approval by the Initial Borrower (which approval shall not be unreasonably withheld or delayed), appoint a successor collateral agent as provided for above. (iv) In the event that a successor . After any retiring Collateral Agent is appointed pursuant to Agent’s resignation as Administrative Agent, the provisions of this Section 4(w) that is not a Buyer or an affiliate 8 and of any Buyer (or the Required Holders or the Collateral Agent (or Section 9.5 shall continue to inure to its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agentbenefit.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties acting hereunder and under the other Transaction Documents at any time may resign by giving at least ten (10) Business Days’ prior written notice an instrument in writing addressed and delivered to the Company Issuer and each holder the Depositary, and may be removed at any time with or without cause by an instrument in writing duly executed by or on behalf of Notesthe Issuer. Such Subject to the provisions of Section 9.03 hereof, the Issuer shall have the right to appoint a successor to the Collateral Agent upon any such resignation or removal by an instrument of substitution complying with the requirements of applicable law, or in the absence of any such requirements, without other formality than appointment and designation in writing; provided, however, that no such appointment shall take effect upon be effective until receipt of Rating Agency Confirmation. Upon the making and acceptance of such appointment, the execution and delivery by a such successor Collateral Agent of appointment a ratifying instrument pursuant to clauses (ii) which such successor Collateral Agent agrees to assume the duties and (iii) below or as otherwise provided below. If at any time obligations imposed on the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount by the terms of Notesthis Security Agreement, and the Required Holders may, by written consent, remove delivery to such successor Collateral Agent of the Collateral Agent from all its functions and duties hereunder documents and under instruments then held by the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as retiring Collateral Agent hereunder by a successor agentAgent, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the estate, rights, powers, privileges remedies, privileges, immunities, indemnities, duties and duties of obligations hereby granted to or conferred or imposed upon the collateral agentCollateral Agent named herein, and one such appointment and designation shall not exhaust the right to appoint and designate further successor Collateral Agents hereunder. No Collateral Agent shall be discharged from its duties or obligations hereunder until the Collateral and obligations under documents and instruments then held by such Collateral Agent shall have been transferred or delivered to the successor Collateral Agent (in its capacity as a bank or trust company), until all Deposited Funds held in the Collateral Account (if maintained with the retiring Collateral Agent) shall have been transferred to a new Collateral Account, and until such retiring Collateral Agent shall have executed and delivered to the successor Collateral Agent appropriate instruments substituting such successor Collateral Agent as attorney-in-fact of the Issuer for purposes of this Security Agreement and assigning the other Transaction Documents. After the retiring Collateral Agent’s security or other interest in the Collateral and Eligible Investments to the successor Collateral Agent. If no successor Collateral Agent shall be appointed, as aforesaid, or if appointed, shall not have accepted its appointment, within thirty (30) days after resignation or removal hereunder as of the collateral agentretiring Collateral Agent, the Collateral Agent may at the expense of the Issuer petition a court of competent jurisdiction to do so. Each such successor Collateral Agent shall provide the Issuer with its address and telephone and telecopier numbers to be used for purposes of Section 11.04 hereof, in a notice complying with the terms of said Section. Notwithstanding the resignation or removal of any Collateral Agent hereunder, the provisions of this Section 4(w) Article IX shall continue to inure to its the benefit as to of such Collateral Agent in respect of any actions action taken or omitted to be taken by it such Collateral Agent in its capacity as such while it was the Collateral Agent under this Agreement and the other Transaction DocumentsSecurity Agreement. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice thereof to the Company Lenders and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) Borrower and (iii) below or as otherwise provided below. If may be removed at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, or without cause by the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Lenders. Upon any such notice of resignation or removal, the Required Holders Lenders, with the consent of the Borrower, such consent not to be unreasonably withheld, shall have the right to appoint a successor collateral agentCollateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within sixty (60) days after the retiring Collateral Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent, which shall be a commercial bank described in clause (i) or (ii) of the definition of "Eligible Assignee" and having a combined capital and surplus of at least $150,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agentCollateral Agent, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentretiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction DocumentsLoan Agreement. After the any retiring Collateral Agent’s 's resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) 11 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 Agreement Loan Agreement. Notwithstanding the foregoing if no Event of Default and the other Transaction Documents. (iii) If a no Default, shall have occurred and be continuing, then no successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is be appointed pursuant to the provisions of under this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or 11.9 without the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each prior written consent of the Company and each Subsidiary thereof executing a collateral agency agreement Borrower, which consent shall not be unreasonably withheld or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agentdelayed.

Successor Collateral Agent. (a) Collateral Agent (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten thirty (1030) Business Days’ days prior written notice thereof to the Company Secured Parties and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses Borrower, (ii) shall promptly resign if any conflict of interest arises involving any group of Secured Parties and another group of Secured Parties for whom it is a trustee or fiduciary under the First Lien Agreements or Second Lien Agreements and (iii) below or as otherwise provided below. If may be removed at any time by the First Lien Agent, which resignation or removal, in each case, shall be effective upon the appointment of a successor to Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Agent. Upon any such notice of resignation or removal, the Required Holders First Lien Agent shall have the right to appoint a successor collateral agentCollateral Agent, subject to the consent of Second Lien Agent, not to be unreasonably withheld or delayed. If within thirty (30) days after the retiring Collateral Agent’s giving of notice of resignation or the First Lien Agent’s removal of the retiring Collateral Agent, no successor Collateral Agent shall have been so appointed by the First Lien Agent and accepted such appointment, then, the retiring Collateral Agent may, on behalf of Secured Parties, appoint a successor Collateral Agent, which shall be a bank which maintains an office in the United States of America, or a commercial bank organized under the laws of the United States of America or of any State thereof, or any affiliate of such bank, having a combined capital and surplus of at least $50,000,000 as of the date of its most recent financial statements. (b) Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agentCollateral Agent, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentretiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement Agreement; provided, the retiring Collateral Agent and the Credit Parties agree to execute and deliver such instruments, documents, deeds, conveyances or other Transaction Documentswriting as shall be reasonably requested by any Secured Party or the successor Collateral Agent to (i) establish or continue the validity and perfection of any Liens under any Shared Security Documents in place at such time and (ii) transfer to the incoming Collateral Agent any and all rights, powers, estates, duties and authorities extant under this Agreement. After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) 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 Agreement and the other Transaction DocumentsAgreement. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w4(x) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w4(x) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w4(x)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written delivering notice of such resignation to the Company Lenders and each holder of Notes. Such resignation shall take effect Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the acceptance date such notice shall be effective, in accordance with the terms of this Section 7 of this Exhibit B. If Collateral Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Collateral Agent. If, after thirty (30) days after the date of the retiring Collateral Agent’s notice of resignation, no successor Collateral Agent has been appointed by the Required Lenders and has accepted such appointment, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment pursuant hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to clauses (ii) any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iiiiv) below or as otherwise provided below. If at any time subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, shall take such action as may be reasonably necessary to assign to the Required Holders may, by written consent, remove the successor Collateral Agent from all its functions and duties hereunder and rights as Collateral Agent under the other Transaction Loan Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the Effective immediately upon its acceptance of any a valid appointment as Collateral Agent hereunder by Agent, a successor agentCollateral Agent shall succeed to, such successor collateral agent shall thereupon succeed to and become vested with with, all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the retiring Collateral Agent under this Agreement and the other Transaction Loan Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. Collateral Agent may, and at the request -------------------------- of Majority Banks shall, resign as Collateral Agent upon 30 days' notice to Company and Banks. If Collateral Agent resigns under this Agreement, Majority Banks shall appoint from among Banks a successor collateral agent for Banks which successor collateral agent shall be consented to by Company at all times other than during the existence of an Event of Default (i) The which approval of Company shall not be unreasonably withheld or delayed). If no successor collateral agent is appointed prior to the effective date of the resignation of Collateral Agent, Collateral Agent may resign from the performance of all its functions appoint, after consulting with Banks and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of NotesCompany, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agentagent from among Banks. Upon the acceptance of any its appointment as Collateral Agent hereunder by a successor agentcollateral agent hereunder, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the collateral agent, retiring Collateral Agent and the term "Collateral Agent" shall mean such successor collateral agent and the retiring Collateral Agent's appointment, powers and duties as Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documentsterminated. After the any retiring Collateral Agent’s 's resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) Article IX and Sections 10.4 and 10.5 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 Agreement and the other Transaction Documents. (iii) Agreement. If a no successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of has accepted appointment as Collateral Agent by the date which is 30 days following a written retiring Collateral Agent's notice of resignation or removalresignation, the retiring Collateral Agent's resignation shall nevertheless thereupon become effective and Banks shall perform all of the duties of Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent hereunder until such time, if any, as the Required Holders Majority Banks appoint a successor collateral agent as provided for above. (iv) In . Notwithstanding the event that a successor foregoing, Bank of America may not be removed as Collateral Agent is appointed at the request of Majority Banks unless Bank of America shall also simultaneously be replaced as "Agent" hereunder pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company documentation in form and each Subsidiary thereof covenants and agrees to promptly take all actions substance reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses Bank of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral AgentAmerica.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w4(ee) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w4(ee) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)4(ee), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w4(z) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w4(z) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w4(z)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may (i) resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Daysupon 15 days’ prior notice to the Note Holders with a written copy of such notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses or (ii) and (iii) below or as otherwise provided belowbe terminated by the Required Holders. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and resigns or is terminated under the other Transaction Documents. (ii) Upon any such notice of resignation or removalthis Agreement, the Required Holders shall appoint a successor collateral agentCollateral Agent. Upon the acceptance of any its appointment as successor Collateral Agent hereunder by a successor agenthereunder, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rightsrights (other than any rights of reimbursement for any costs, powersexpenses, privileges indemnities or other amounts due and owing to the Collateral Agent prior to the resignation or removal thereof), powers and duties of the collateral agentretiring Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder and under this Agreement and the other Transaction DocumentsDocuments and the term “Collateral Agent” shall mean such successor Collateral Agent and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be terminated. After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agenttermination hereunder, the provisions of this Section 4(w) 10 shall inure to the benefit of such retiring Collateral Agent, its benefit sub-Collateral Agents or attorneys in fact and as to any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was the Collateral Agent under this Agreement and the other Transaction Documents. (iii) Agreement. If a no successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve has accepted appointment as the Collateral Agent by the date which is 30 days following the retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless become effective and the Initial Purchaser shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Holders appoint a successor collateral agent Collateral Agent as provided above. (iv) In for herein; provided that in the event that case of any security held by the Collateral Agent on behalf of the Note Holders under the Transaction Documents, the retiring Collateral Agent shall continue to hold such security in a custodial capacity only until such time as a successor Collateral Agent is appointed pursuant to or deposit such security with a court of competent jurisdiction (at the provisions reasonable expense of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or Note Holders). Any Person into which the Collateral Agent (may be merged or its successor)converted or with which it may be consolidated, as applicableor any Person resulting from any merger, notify the Company that they conversion or it wants consolidation to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or which the Collateral Agent (shall be a party, or its successor), as applicable, from time any Person succeeding to time, to secure a successor the business of the Collateral Agent satisfactory shall be the successor of the Collateral Agent without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto, except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agentcontrary notwithstanding.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten thirty (1030) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iiii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removalresignation, the Required Holders holders of a majority in principal amount of the Notes then outstanding shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent collateral agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w4(s) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten said thirty (1030) Business Days of receipt of a written notice of resignation or removalDay period, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent collateral agent until such time, if any, as the Required Holders holders of a majority in principal amount of the Notes then outstanding appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten thirty (1030) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If In addition, at any time and from time to time following the Collateral Agent (together repayment by Elitech of all “Guaranteed Obligations” as defined in the Elitech Guarantee in accordance with its affiliates) beneficially owns less than $100,000 the terms of thereof, the holders of a majority in aggregate principal amount of Notes, the Required Holders Notes may, by giving at least ten (10) Business Days’ prior written consentnotice to the Company and the Collateral Agent, remove the Collateral Agent from all its functions as collateral agent and duties hereunder and under the other Transaction Documentsappoint a successor collateral agent. (ii) Upon any such notice of resignation or removalresignation, the Required Holders holders of a majority in principal amount of the Notes then outstanding shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent collateral agent hereunder by a successor collateral agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent or the removal of the Collateral Agent and appointment of a successor collateral agent, the provisions of this Section 4(w4(n) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten said thirty (1030) Business Days of receipt of a written notice of resignation or removalDay period, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent collateral agent until such time, if any, as the Required Holders holders of a majority in principal amount of the Notes then outstanding appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Upon the resignation or removal of the Collateral Agent Agent, the Indenture Trustee may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by appoint a successor Collateral Agent, with the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of appointment pursuant the Indenture Trustee to clauses (ii) be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and (iii) below shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as otherwise provided below. If at any time the case may be, shall assume the duties of the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 hereunder. Any successor Collateral Agent appointed as provided in aggregate principal amount of Notesthis Section 9.08 shall execute, acknowledge and deliver to the Trust, the Required Holders mayDepositor, by written consentthe Note Insurer, remove the Servicer, the Indenture Trustee and to its predecessor Collateral Agent from all its functions an instrument accepting such appointment hereunder, and duties hereunder and under thereupon the other Transaction Documents. (ii) Upon any such notice of resignation or removal, removal of the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as predecessor Collateral Agent hereunder by a successor agent, shall become effective and such successor collateral agent Collateral Agent, without any further act, deed or conveyance, shall thereupon succeed to and become fully vested with all the rights, powers, privileges duties and duties obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all of the collateral agentIndenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be discharged from its duties and obligations under this Agreement and for the other Transaction Documents. After account of the Collateral Agent in the event of the resignation of the Collateral Agent’s resignation or , and shall be for the account of the Servicer in the event of the removal hereunder of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the collateral agent, time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 4(w) 9.08, the Servicer shall inure to its benefit as to any actions taken or omitted to be taken by it while it was mail notice of the succession of such Collateral Agent under this Agreement hereunder to all Noteholders at their addresses as shown in the Note Register and to the other Transaction Documents. (iii) Rating Agencies. If a successor collateral agent shall not have been so appointed the Servicer fails to mail such notice within ten (10) Business Days days after acceptance of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w4(dd) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w4(dd) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)4(dd), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Upon the resignation or removal of the Collateral Agent Agent, the Indenture Trustee may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by appoint a successor Collateral Agent, with the written approval of the Note Purchaser; provided, however, that the successor Collateral Agent so appointed shall in no event be an Originator, the Depositor or the Servicer or any Person known to a Responsible Officer of appointment pursuant the Indenture Trustee to clauses (ii) be an Affiliate of an Originator, the Depositor or the Servicer and (iii) below or shall be approved by the Note Purchaser. Such custodian, as otherwise provided below. If at any time the case may be, shall assume the duties of the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 hereunder. Any successor Collateral Agent appointed as provided in aggregate principal amount of Notesthis Section 11.08 shall execute, acknowledge and deliver to the Trust, the Required Holders mayDepositor, by written consentthe Note Purchaser, remove the Servicer, the Indenture Trustee and to its predecessor Collateral Agent from all its functions an instrument accepting such appointment hereunder, and duties hereunder and under thereupon the other Transaction Documents. (ii) Upon any such notice of resignation or removal, removal of the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as predecessor Collateral Agent hereunder by a successor agent, shall become effective and such successor collateral agent Collateral Agent, without any further act, deed or conveyance, shall thereupon succeed to and become fully vested with all the rights, powers, privileges duties and duties obligations of its predecessor hereunder, with the collateral agentlike effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Custodial Loan Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be discharged from its duties and obligations under this Agreement and for the other Transaction Documents. After account of the Collateral Agent in the event of the resignation of the Collateral Agent’s resignation or , and shall be for the account of the Servicer in the event of the removal hereunder of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 11.08 unless at the collateral agent, time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 11.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 4(w) 11.08, the Servicer shall inure to its benefit as to any actions taken or omitted to be taken by it while it was mail notice of the succession of such Collateral Agent under this Agreement and hereunder to all Noteholders at their addresses as shown in the other Transaction Documents. (iii) Note Register. If a successor collateral agent shall not have been so appointed the Servicer fails to mail such notice within ten (10) Business Days days after acceptance of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.

Successor Collateral Agent. (a) Any Person into which the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole, or substantially as a whole, or any Person resulting from any such conversion, merger, consolidation, sale or transfer to which the Collateral Agent is a party, shall (provided it is otherwise qualified to serve as the Collateral Agent hereunder and is acceptable to the Insurer) be and become a successor Collateral Agent hereunder and be vested with all of the title to and interest in the Spread Account Agreement Collateral and all of the trusts, powers, discretions, immunities, privileges and other matters as was its predecessor without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding, except to the extent, if any, that any such action is necessary to perfect, or continue the perfection of, the security interest of the Trust Secured Parties in the Spread Account Agreement Collateral. (b) The Collateral Agent and any successor Collateral Agent may resign only (i) upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Collateral Agent as evidenced by an Opinion of Counsel delivered to the Insurer, and the Controlling Party does not elect to waive the Collateral Agent’s obligation to perform those duties which render it legally unable to act or elect to delegate those duties to another Person, or (ii) with the prior written consent of the Controlling Party. The Collateral Agent shall give not less than 45 days’ prior written notice of any such permitted resignation by registered or certified mail to the other Trust Secured Party and the Issuer; provided, that such resignation shall take effect only upon the date which is the latest of (A) the effective date of the appointment of a successor Collateral Agent acceptable to the Insurer (provided that an Insurer Default has not occurred and is continuing) and the acceptance in writing by such successor Collateral Agent of such appointment and of its obligation to perform its duties hereunder in accordance with the provisions hereof, (B) delivery of the Collateral to such successor to be held in accordance with the procedures specified in Article II, and (C) receipt by the Controlling Party of an Opinion of Counsel to the effect described in Section 5.05. Notwithstanding the preceding sentence, if by the contemplated date of resignation specified in the written notice of resignation delivered as described above no successor Collateral Agent or temporary successor Collateral Agent has been appointed Collateral Agent or becomes the Collateral Agent pursuant to Section 4.05(d), the resigning Collateral Agent may petition a court of competent jurisdiction in New York, New York for the appointment of a successor acceptable to the Insurer (provided that an Insurer Default has not occurred and is continuing). Notwithstanding anything herein to the contrary, if the Trustee, the Trust Collateral Agent and Collateral Agent are the same party and the Trustee or the Trust Collateral Agent resigns under the Indenture, the Collateral Agent may resign in accordance with the procedures for resignation of the Trustee and the Trust Collateral Agent under the Indenture. (c) The Collateral Agent may resign from be removed by the performance of all its functions and duties hereunder and under Controlling Party at any time, with or without cause, by an instrument or concurrent instruments in writing delivered to the Collateral Agent, the other Transaction Documents Trust Secured Party and the Issuer. A temporary successor may be removed at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by allow a successor Collateral Agent of appointment to be appointed pursuant to clauses (ii) and (iii) below or as otherwise provided belowSection 4.05(d). If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or Any removal hereunder as the collateral agent, the provisions of this Section 4(w) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(wsubsection (c) that shall take effect only upon the date which is not a Buyer or an affiliate the latest of any Buyer (or i) the Required Holders or effective date of the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such appointment of a successor Collateral Agent pursuant acceptable to the terms Insurer (provided that an Insurer Default has not occurred and is continuing) and the acceptance in writing by such successor Collateral Agent of this Section 4(w))such appointment and of its obligation to perform its duties hereunder in accordance with the provisions hereof, (ii) delivery of the Company Spread Account Agreement Collateral to such successor to be held in accordance with the procedures specified in Article II and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested (iii) receipt by the Required Holders Controlling Party of an Opinion of Counsel to the effect described in Section 5.05. (d) The Controlling Party shall have the sole right to appoint each successor Collateral Agent. Every temporary or permanent successor Collateral Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to each Trust Secured Party and the Issuer an instrument in writing accepting such appointment hereunder and the relevant predecessor shall execute, acknowledge and deliver such other documents and instruments as will effectuate the delivery of all Spread Account Agreement Collateral to the successor Collateral Agent to be held in accordance with the procedures specified in Article II, whereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, duties and obligations of its predecessor. Such predecessor shall, nevertheless, on the written request of either Trust Secured Party or the Collateral Agent (Issuer, execute and deliver an instrument transferring to such successor all the estates, properties, rights and powers of such predecessor hereunder. In the event that any instrument in writing from the Issuer or its successor), as applicable, from time to time, to secure a Trust Secured Party is reasonably required by a successor Collateral Agent satisfactory to more fully and certainly vest in such successor the requesting part(y)(ies)estates, properties, rights, powers, duties and obligations vested or intended to be vested hereunder in their sole discretionthe Collateral Agent, includingany and all such written instruments shall, without limitation, by paying all reasonable and customary fees and expenses at the request of such the temporary or permanent successor Collateral Agent, be forthwith executed, acknowledged and delivered by having the Company and each Subsidiary thereof agree to indemnify Issuer. The designation of any successor Collateral Agent pursuant to reasonable and customary terms the instrument or instruments removing any Collateral Agent and by each of appointing a successor hereunder, together with all other instruments provided for herein, shall be maintained with the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment records relating to the Security Documents reasonably requested Spread Account Agreement Collateral and, to the extent required by applicable law, filed or required recorded by the successor Collateral AgentAgent in each place where such filing or recording is necessary to effect the transfer of the Spread Account Agreement Collateral to the successor Collateral Agent or to protect or continue the perfection of the security interests granted hereunder.

Successor Collateral Agent. (ia) The [Reserved]. (b) Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice thereof to the Purchasers and the Note Parties. The Requisite Purchasers shall have the right to appoint a financial institution as Collateral Agent hereunder, subject to the reasonable satisfaction of Company and each holder of Notes. Such Collateral Agent’s resignation shall take effect upon become effective on the earliest of (i) thirty days after delivery of the notice of resignation, (ii) the acceptance of such successor Collateral Agent by Company and the Requisite Purchasers or (iii) such other date, if any, agreed to by the Requisite Purchasers. Until a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at is so appointed by the Requisite Purchasers, any time the collateral security held by Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount for the benefit of Notes, the Required Holders may, Purchasers under any of the Note Documents shall continue to be held by written consent, remove the resigning Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any as nominee until such notice of resignation or removal, the Required Holders shall appoint time as a successor collateral agentCollateral Agent is appointed. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agentCollateral Agent, such that successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentresigning or removed Collateral Agent under this Agreement and the Collateral Documents, and the resigning or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder or under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement and the Collateral Documents, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such resigning or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Collateral Documents. After the any resigning or removed Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) Agreement and the Collateral Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement or the Collateral Documents while it was the Collateral Agent under this Agreement and the other Transaction Documentshereunder. (iiic) If a successor collateral agent shall not have been so appointed within ten [Reserved] (10d) Business Days Notwithstanding anything herein to the contrary, Collateral Agent may assign its rights and duties as Collateral Agent hereunder to any of receipt of a its Affiliates without the prior written consent of, or prior written notice of resignation to, Company or removalthe Purchasers; provided, that Company and the Purchasers may deem and treat such assigning Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent for all purposes hereof, unless and until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant provides written notice to Company and the provisions Purchasers of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Collateral Agent (or its successor), as applicable, notify hereunder and under the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agentother Note Documents.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice thereof to the Company Borrower and each holder of Notesthe Administrative Agent. Such resignation shall take effect upon the acceptance by a successor The Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If may be removed at any time with or without cause by the Administrative Agent on behalf of the holders of the Obligations. Upon request of the Borrower, so long as no Default or Event of Default exists, the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notesshall be removed by the Administrative Agent, provided that the Borrower shall pay immediately upon demand all costs and expenses incurred by any Lender, the Required Holders may, by written consent, remove Administrative Agent or the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) in connection therewith. Upon any such notice of resignation or removal, the Required Holders Administrative Agent, at the direction of the Majority Banks, shall have the right to appoint a successor collateral agentCollateral Agent. Any successor Collateral Agent appointed by the Administrative Agent, provided that no Default or Event of Default exists, shall be satisfactory to the Borrower at the time of appointment. In the case of a retirement or resignation, if no successor Collateral Agent shall have been so appointed by the Administrative Agent (and approved by the Borrower, if applicable), and shall have accepted such appointment, within 90 days after the retiring Collateral Agent's giving of notice of resignation, then the retiring Collateral Agent shall deliver all Mortgage Loan Collateral in its possession to the Administrative Agent and the Collateral Agent shall be discharged from its duties and obligations under this Agreement. After a notice of retirement or resignation has been given by the Collateral Agent and until a successor Collateral Agent shall have been appointed, the Administrative Agent shall pay all reasonable fees and out of pocket expenses owed to the Collateral Agent by the Borrower pursuant to any written agreement between the Collateral Agent and the Borrower, provided, however, that the Borrower agrees to reimburse the Administrative Agent for all such payments. Upon the acceptance of any appointment as of the Collateral Agent hereunder by a successor agentCollateral Agent, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentretiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement Agreement. The retiring or removed Collateral Agent shall take all steps reasonably necessary to provide for an orderly transfer of the Collateral and all related documentation to the other Transaction Documentssuccessor Collateral Agent. After the any retiring Collateral Agent’s 's resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) Article IV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the a Collateral Agent under this Agreement and the other Transaction DocumentsAgreement. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written delivering notice of such resignation to the Company Purchasers and each holder of Notes. Such resignation shall take effect Issuer, effective on the date set forth in such notice or, if no such date is set forth therein, upon the acceptance date such notice shall be effective, in accordance with the terms of this Section 7 of this Exhibit B. If Collateral Agent delivers any such notice, the Required Purchasers shall have the right to appoint a successor Collateral Agent. If, after 30 days after the date of the retiring Collateral Agent’s notice of resignation, no successor Collateral Agent has been appointed by the Required Purchasers and has accepted such appointment, then the retiring Collateral Agent may, but shall not be obligated to, on behalf of the Purchasers, appoint a successor Collateral Agent from among the Purchasers. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Note Documents, (b) the Purchasers shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment pursuant hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Note Document (other than as laid out below) other than with respect to clauses (ii) any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Note Documents, and (iiid) below or subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent shall take such action as otherwise provided belowmay be reasonably necessary to assign to the successor Collateral Agent its rights as Collateral Agent under the Note Documents. If at any time Notwithstanding the foregoing, if no successor Collateral Agent has been appointed upon the effective date of Collateral Agent’s resignation, such resignation shall nevertheless become effective. Collateral Agent may, but shall not be obligated, to hold the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the as a gratuitous bailee until a successor Collateral Agent from all is appointed in such situation. Effective immediately upon its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any a valid appointment as Collateral Agent hereunder by Agent, a successor agentCollateral Agent shall succeed to, such successor collateral agent shall thereupon succeed to and become vested with with, all the rights, powers, privileges and duties of the collateral agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement and the Note Documents (other Transaction Documentsthan any rights to indemnity payments owed to the retiring Collateral Agent). After the retiring Collateral Agent’s resignation or removal hereunder as the collateral agenthereunder, the provisions of this Exhibit B and Section 4(w) 11 and Sections 12.2 and 12.9 of the Agreement shall inure to continue in effect for the benefit of such retiring Collateral Agent, its benefit as to sub agents and their respective Related Persons in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Collateral Agent under this Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve was acting as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties as Collateral Agent hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Daysupon 90 days’ prior written notice to the Company Payees and each holder of Notes. Such resignation shall take effect the Maker and may be removed at any time, with or without cause, by the Requisite Payees upon 90 days’ notice to the acceptance by a successor Payees, the Maker and the Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided belowAgent. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount shall resign or be removed as Collateral Agent under this Security Agreement, then the Requisite Payees shall appoint a successor agent for the Payees, whereupon such successor agent shall succeed to the rights, powers and duties of Notesthe Collateral Agent(any successor agent, a “Successor Collateral Agent”); provided that, so long as no Event of Default has occurred and is continuing, the Required Holders mayconsent of the Maker shall be required prior to the appointment of any such Successor Collateral Agent, by written consentwhich consent shall not be unreasonably withheld or delayed. If the appointment of such successor shall not have become effective (as hereafter provided) within such ninety-day period after the Collateral Agent’s resignation or upon removal of the Collateral Agent, remove then (i) the Collateral Agent from all may assign the security interests granted pursuant to the Security Agreement and its functions and duties hereunder and under the other Transaction Documents. Security Agreement to the Payees, as their interests may appear, and in such case all references herein to “Collateral Agent” shall be deemed to refer to “Requisite Payees” and (ii) Upon any the Payees may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent and such court shall, after such notice of resignation or removalas it may deem proper, the Required Holders shall appoint a successor collateral agentCollateral Agent meeting the qualifications specified in this Section 15(g). Upon The Payees hereby consent to such petition and appointment so long as such criteria are met. The term “Collateral Agent” shall mean the successor agent effective upon its appointment and upon its acceptance of any appointment such appointment, and the former Collateral Agent’s rights, powers and duties as Collateral Agent hereunder by a successor agentshall be terminated, without any other or further act or deed on the part of such successor collateral agent former Collateral Agent or any of the parties to this Security Agreement, and the Successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, retiring Collateral Agent. The resigning or removed Collateral Agent agrees that it shall take all actions and execute all documents which may be reasonably required by the Payees and the Successor Collateral Agent to give effect to its replacement as the Collateral Agent hereunder and shall be discharged from its duties and obligations fully indemnified under the terms of this Security Agreement and the other Transaction Documentsin so doing. After the Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) 15 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 Agreement and the other Transaction DocumentsSecurity Agreement. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may may, and at the request of the Majority Buyers shall, resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Daysas Collateral Agent upon 30 days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided belowBuyers. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notesresigns under this Agreement, the Required Holders mayMajority Buyers shall appoint from among the Buyers a successor agent for the Buyers, which successor agent shall be approved by written consentthe Company, remove such approval not to be unreasonably withheld. If no successor agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent from all its functions may appoint, after consulting with the Buyers and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removalCompany, the Required Holders shall appoint a successor collateral agentagent from among the Buyers. Upon the acceptance of any its appointment as Collateral Agent hereunder by a successor agentagent hereunder, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the collateral agent, retiring Collateral Agent and the term “Collateral Agent” shall mean such successor agent and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documentsterminated. After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w14(g) 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 Agreement Agreement. If no successor agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the other Transaction Documents. (iii) If a successor collateral agent Buyers shall not have been so appointed within ten (10) Business Days perform all of receipt the duties of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent hereunder until such time, if any, as the Required Holders Majority Buyers appoint a successor collateral agent as provided for above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (ia) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice thereof to the Company Purchasers and each holder the Issuer. Upon any such resignation, the Required Purchasers shall have the right to appoint a successor Collateral Agent, subject to approval by the Issuer provided that no Default or Event of NotesDefault shall exist at such time. Such resignation If no successor Collateral Agent shall take effect upon have been so appointed, and shall have accepted such appointment within 30 days after the acceptance by retiring Collateral Agent gives notice of resignation, then the retiring Collateral Agent may, on behalf of the Purchasers, appoint a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and which shall be organized under the other Transaction Documentslaws of the United States or any state thereof or maintain an office in the United States. (iib) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any its appointment as the Collateral Agent hereunder by a successor agentsuccessor, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentretiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Note Documents. After If, within 45 days after written notice is given of the retiring Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) 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 Agreement and the other Transaction Documents. (iii) If a Section, no successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall have been appointed and shall have accepted such appointment, then appoint a successor collateral agent who on such 45th day (i) the retiring Collateral Agent’s resignation shall serve as become effective (except the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time, if any, time as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successorcan apply to a court of competent jurisdiction to deposit funds with such court), (ii) the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under the Note Documents and (iii) the Required Purchasers shall thereafter perform all duties of the retiring Collateral Agent under the Note Documents until such time as applicable, notify the Company that they or it wants to Required Purchasers appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w))as provided above. After any retiring Collateral Agent’s resignation hereunder, the Company rights, protections and each Subsidiary thereof covenants and agrees indemnities afforded to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (in the Note Documents shall continue in effect for the benefit of such retiring or its successor), as applicable, from time to time, to secure a successor removed Collateral Agent satisfactory to and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent. (c) Any corporation into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any corporation succeeding to all or substantially all of the Collateral Agent’s business, shall be the successor of the Collateral Agent hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

Successor Collateral Agent. (i) The Subject to the appointment and acceptance of a successor as provided below, the Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice thereof to the Company Secured Parties and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Pledgor, and the Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If may be removed at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, or without cause by the Required Holders may, by Secured Parties upon thirty days prior written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) notice. Upon any such notice of resignation or removal, the Required Holders Secured Parties shall have the right to appoint a successor collateral agentto the Collateral Agent. If no successor Collateral Agent shall have been appointed by the Required Secured Parties, and shall have accepted such appointment within thirty days after the resigning Collateral Agent's giving of notice of resignation or the giving of any notice of removal of such Collateral Agent, then the resigning Collateral Agent or Collateral Agent being removed, as the case may be, may at the Pledgor's expense, appoint a successor to such Collateral Agent or petition a court of competent jurisdiction for a successor. If the Collateral Agent shall resign or be removed pursuant to the foregoing provisions, upon the acceptance of appointment by a successor Collateral Agent hereunder, the former Collateral Agent shall deliver all Collateral then in its possession to the successor Collateral Agent. Upon the acceptance of any its appointment as a successor Collateral Agent hereunder by a successor agenthereunder, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentsuch resigning or removed Collateral Agent, and the such resigning Collateral Agent or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) 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 Agreement and the other Transaction DocumentsPledge Agreements. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (ia) The Collateral Agent may may, upon five (5) Business Days' notice to the Lenders and the Pledgor, resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time (effective upon the appointment of a successor collateral agent pursuant to the provisions of this Section 18.8) by giving at least ten (10) Business Days’ prior written notice thereof to the Company Lenders and each holder of Notesthe Pledgor. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removalresignation, the Required Holders Directing Lenders shall have the right, upon five (5) days' notice and approval by the Pledgor (which approval shall not be unreasonably withheld), to appoint a successor collateral agent. If no successor collateral agent (i) shall have been so appointed by the Directing Lenders, and (ii) shall have accepted such appointment, within thirty (30) days after the Collateral Agent's giving of notice of resignation, then, upon five (5) days' notice, the Collateral Agent may, on behalf of the Lenders, appoint a successor collateral agent. (b) Upon the acceptance of any appointment as Collateral Agent collateral agent hereunder by a successor collateral agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the Collateral Agent, all references in this Agreement to "Collateral Agent" shall refer to such successor collateral agent, agent and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction DocumentsAgreement. After the Collateral Agent’s 's resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) 18 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the other Transaction DocumentsAgreement. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written delivering notice of such resignation to the Company Lenders and each holder of Notes. Such resignation shall take effect Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the acceptance date such notice shall be effective, in accordance with the terms of this Section 7 of this Exhibit B. If Collateral Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Collateral Agent. If, after thirty (30) days after the date of the retiring Collateral Agent’s notice of resignation, no successor Collateral Agent has been appointed by the Required Lenders and has accepted such appointment, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment pursuant hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to clauses (ii) any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iiid) below or as otherwise provided below. If at any time subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, shall take such action as may be reasonably necessary to assign to the Required Holders may, by written consent, remove the successor Collateral Agent from all its functions and duties hereunder and rights as Collateral Agent under the other Transaction Loan Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the Effective immediately upon its acceptance of any a valid appointment as Collateral Agent hereunder by Agent, a successor agentCollateral Agent shall succeed to, such successor collateral agent shall thereupon succeed to and become vested with with, all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the retiring Collateral Agent under this Agreement and the other Transaction Loan Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten as Collateral Agent upon thirty (1030) Business Daysdays’ prior written notice to the Company Investors and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise Company; provided below. If at any time that the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment may resign as Collateral Agent hereunder by immediately upon written notice to the Investors and the Company if a successor agent, such successor collateral agent shall thereupon succeed to Default or Event of Default has occurred and become vested with all the rights, powers, privileges and duties of the collateral agent, and is continuing. If the Collateral Agent shall be discharged from its duties and obligations resign as Collateral Agent under this Agreement and the other Transaction Financing Documents, then the Required Holders shall appoint from among the Investors a successor collateral agent, which successor collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Company (which approval shall not be unreasonably withheld, delayed, conditioned or burdened), whereupon such successor collateral agent shall succeed to the rights, powers and duties of the Collateral Agent, and the term “Collateral Agent” shall thereafter mean such successor collateral agent effective upon such appointment and approval, and the former Collateral Agent’s rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the other parties to this Agreement or any holders of the Notes. After If no successor collateral agent has accepted appointment as Collateral Agent by the date upon which such retiring Collateral Agent’s notice of resignation is effective in accordance with the first sentence of this Section 11.8, such retiring Collateral Agent’s resignation or removal shall nevertheless become effective on the applicable date and the Investors shall assume and perform all of the duties of such Collateral Agent hereunder until such time, if any, as the Required Holders appoint a successor collateral agent, agent as provided for above. After any retiring Collateral Agent’s resignation as the Collateral Agent the provisions of this Section 4(w) 11 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 Agreement and the other Transaction Financing Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Upon the resignation or removal of the Collateral Agent Agent, the Trustee may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by appoint a successor Collateral Agent, with the written approval of the Certificate Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of appointment pursuant the Trustee to clauses (ii) be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and (iii) below shall be approved by the Certificate Insurer. The Trustee or such custodian, as otherwise provided below. If at any time the case may be, shall assume the duties of the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 hereunder. Any successor Collateral Agent appointed as provided in aggregate principal amount of Notesthis Section 10.08 shall execute, acknowledge and deliver to the Trust, the Required Holders mayDepositor, by written consentthe Certificate Insurer, remove the Servicer, the Trustee and to its predecessor Collateral Agent from all its functions an instrument accepting such appointment hereunder, and duties hereunder and under thereupon the other Transaction Documents. (ii) Upon any such notice of resignation or removal, removal of the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as predecessor Collateral Agent hereunder by a successor agent, shall become effective and such successor collateral agent Collateral Agent, without any further act, deed or conveyance, shall thereupon succeed to and become fully vested with all the rights, powers, privileges duties and duties obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all of the collateral agentTrustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be discharged from its duties and obligations under this Agreement and for the other Transaction Documents. After account of the Collateral Agent in the event of the resignation of the Collateral Agent’s resignation or , and shall be for the account of the Servicer in the event of the removal hereunder of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 10.08 unless at the collateral agent, time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 10.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 4(w) 10.08, the Servicer shall inure to its benefit as to any actions taken or omitted to be taken by it while it was mail notice of the succession of such Collateral Agent under this Agreement hereunder to all Certificateholders at their addresses as shown in the Certificate Register and to the other Transaction Documents. (iii) Rating Agencies. If a successor collateral agent shall not have been so appointed the Servicer fails to mail such notice within ten (10) Business Days days after acceptance of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written delivering notice of such resignation to the Company Lenders and each holder of Notes. Such resignation shall take effect the Loan Parties, effective on the date set forth in such notice or, if no such date is set forth therein, upon the acceptance date such notice shall be effective, in accordance with the terms of this Section 7 of this Exhibit B. If Collateral Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Collateral Agent. If, after 30 days after the date of the retiring Collateral Agent’s notice of resignation, no successor Collateral Agent has been appointed by the Required Lenders and has accepted such appointment, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment pursuant hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to clauses (ii) any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iiid) below or as otherwise provided below. If at any time subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, shall take such action as may be reasonably necessary to assign to the Required Holders may, by written consent, remove the successor Collateral Agent from all its functions and duties hereunder and rights as Collateral Agent under the other Transaction Loan Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the Effective immediately upon its acceptance of any a valid appointment as Collateral Agent hereunder by Agent, a successor agentCollateral Agent shall succeed to, such successor collateral agent shall thereupon succeed to and become vested with with, all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the retiring Collateral Agent under this Agreement and the other Transaction Loan Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w4(u) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w4(u) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w4(u)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign at any time by furnishing not less than 20 days’ prior written notice thereof to the Purchasers and the Company and may be removed at any time upon not less than 10 days’ prior written notice thereof from the performance Required Purchasers. Upon receipt by the Purchasers of any such notice of resignation or upon receipt by the Collateral Agent of any such notice of removal, the Required Purchasers shall have, with the prior consent of the Company (not to be unreasonably withheld or delayed), the right to appoint a Person to act as a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Purchasers (including as a result of non-consent by the Company) and shall have accepted such appointment within 20 days after the resigning Collateral Agent’s giving such notice of resignation or within 10 days after the Required Purchasers’ giving such notice of removal (as the case may be), the resigning or removed Collateral Agent may, on behalf of the Purchaser, appoint a Person to act as a successor Collateral Agent, which shall be a Purchaser, if a Purchaser is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least US $1,000,000,000. If no successor Collateral Agent has been appointed pursuant to the foregoing sentence within 20 days after the date such notice of resignation was given by the resigning Collateral Agent or within 10 days after the date such notice of removal was given by the Required Purchasers (as the case may be), such resignation or removal shall become effective and the Required Purchasers shall thereafter perform all its functions and duties of such resigning or removed Collateral Agent hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to until such time, if any, as the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by Required Purchasers appoint a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agentabove. Upon the acceptance by any Person of any appointment as the successor Collateral Agent hereunder by a successor agenthereunder, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentresigning or removed Collateral Agent. Upon the earlier of the acceptance by any Person of any appointment as a successor Collateral Agent hereunder or the effective date of resignation of the resigning Collateral Agent or removal of the Collateral Agent (as applicable), and the resigning or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Finance Documents, except that any indemnity rights or other rights in favor of such resigning or removed Collateral Agent or other Collateral Agent Parties shall continue in their favor. After the Collateral Agent’s resignation or removal hereunder as the collateral agentof any Collateral Agent hereunder, the provisions of this Article 8 and Section 4(w) 7.3 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Daysnot less than 30 days’ prior written notice thereof to the Company Participants and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) Lessee and (iii) below or as otherwise provided below. If may be removed at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, or without cause by the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Participants. Upon any such notice of resignation or removal, the Required Holders Participants shall have the right to appoint a successor collateral agentCollateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Participants, and shall have accepted such appointment, within thirty (30) days after the retiring Collateral Agent’s giving of notice of resignation or the Required Participants’ removal of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the Participants, appoint a successor Collateral Agent, which shall be a commercial bank described in clause (i) or (ii) of the definition of “Eligible Assignee” and having a combined capital and surplus of at least $150,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agentCollateral Agent, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentretiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction DocumentsParticipation Agreement. After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) Article XVII 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 Agreement Agreement. Notwithstanding the foregoing if no Event of Default and the other Transaction Documents. (iii) If a no Default, shall have occurred and be continuing, then no successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is be appointed pursuant to the provisions of under this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or 17.9 without the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each prior written consent of the Company and each Subsidiary thereof executing a collateral agency agreement Lessee, which consent shall not be unreasonably withheld or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agentdelayed.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Daysnot less than thirty days’ prior written notice thereof to the Company Secured Parties, the Borrower and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Guarantors and, only to the extent the Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If is an Insolvent Entity, may be removed at any time by the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Requisite Secured Parties. Upon any such notice of resignation or removal, the Required Holders Requisite Secured Parties shall appoint have the right to appoint, on behalf of the Secured Parties, a successor collateral agentCollateral Agent. If no successor Collateral Agent shall have been so appointed by the Requisite Secured Parties or if no successor Collateral Agent shall have accepted its appointment by the Requisite Secured Parties within thirty days after the retiring Collateral Agent’s giving notice of resignation or its removal by the Requisite Secured Parties, then the retiring or removed Collateral Agent may appoint, on behalf of the Secured Parties, a successor Collateral Agent, so long as such successor Collateral Agent is not a Secured Party or an affiliate of a Secured Party or an Insolvent Entity. Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor agentCollateral Agent, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentretiring or removed Collateral Agent, and the retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.its

Successor Collateral Agent. (ia) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written upon thirty days' notice to the Secured Parties and the Company and each holder may be removed at any time, with or without cause, by the Required Secured Parties by written notice delivered to the Company, the Collateral Agent and the Secured Parties. After any resignation or removal hereunder of Notes. Such the Collateral Agent, the provisions of this Section 5 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it in connection with its role as Collateral Agent hereunder while it was the Collateral Agent under this Agreement and it shall be entitled to be paid promptly when due any amounts owing to it pursuant to Section 5.6. (b) Upon receiving notice of any such resignation shall take effect upon the acceptance by or removal, a successor Collateral Agent shall be appointed by the Required Secured Parties; provided, however, that such successor Collateral Agent shall be (i) a bank or trust company having a combined capital and surplus of appointment pursuant at least $100,000,000, subject to clauses supervision or examination by a federal or state banking authority; and (ii) and (iii) below authorized under the laws of the jurisdiction of its incorporation or as otherwise provided beloworganization to assume the functions of the Collateral Agent. If at any time the appointment of such successor shall not have become effective (as hereafter provided) (x) within such thirty day period after the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such Agent's notice of resignation or removal(y) upon removal of the Collateral Agent, then the Required Holders shall Collateral Agent or any Secured Party may, at the expense of the Secured Parties according to their Pro Rata Shares, petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor collateral agentCollateral Agent meeting the qualifications specified in this Section 5.8(b). Upon The Secured Parties hereby consent to such petition and appointment so long as such criteria are met. (c) The resignation or removal of a Collateral Agent and the appointment of a successor Collateral Agent pursuant to this Section 5.8 shall become effective upon (i) the acceptance of any the appointment as Collateral Agent hereunder by a successor agentCollateral Agent and (ii) the execution and delivery of such documents or instruments as are necessary to transfer to such Collateral Agent the rights and obligations of the Collateral Agent under the Collateral Document, including, without limitation, the delivery and recordation of all amendments, instruments, deed of trusts, financing statements, continuation statements and other documents necessary to maintain the perfection of the security interests held by the Collateral Agent hereunder and under the Collateral Document. Copies of each such document or instrument shall be delivered to all Secured Parties. Upon such effective appointment, the successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its rights, powers, privileges and duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agentDocument; provided, however, that the provisions of this Section 4(w) 5 shall continue to inure to its the retiring Collateral Agent's benefit as to any actions taken or omitted to be taken by it in connection with its role as Collateral Agent hereunder while it was the Collateral Agent under this Agreement and the other Transaction DocumentsAgreement. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (ia) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Daysupon 60 days’ prior written notice to the Company Creditors and each holder the Borrower, and may be removed, with or without cause, by the Majority Creditors, by written notice to the Borrower, the Collateral Agent and the Creditors. After any resignation or removal hereunder of Notes. Such the Collateral Agent, the provisions of this Section 4 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it in its capacity as the Collateral Agent hereunder while it was the Collateral Agent under this Agreement. (b) Upon receiving written notice of any such resignation shall take effect upon the acceptance by or removal, a successor Collateral Agent shall be appointed by the Majority Creditors; provided, however, that such successor Collateral Agent shall be (1) a bank or trust company having a combined capital and surplus of appointment at least $1,000,000,000, subject to supervision or examination by a Federal or state lending authority and (2) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent, and provided that such successor shall not be a Defaulting Lender or a Disqualified Person (each as defined in the Domestic Credit Agreement). If a successor Collateral Agent shall not have been appointed pursuant to clauses (iithis Section 4.8(b) and (iii) below within such 60 day period after the Collateral Agent’s resignation or as otherwise provided below. If at upon removal of the Collateral Agent, then any time Creditor or the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove unless the Collateral Agent from all its functions and duties hereunder and under is being removed) may petition a court of competent jurisdiction for the other Transaction Documents. (ii) Upon any appointment of a successor Collateral Agent. Such court shall, after such notice of resignation or removalas it may deem proper, the Required Holders shall appoint a successor collateral agentCollateral Agent meeting the qualifications specified in this Section 4.8(b). Upon The Creditors hereby consent to such petition and appointment so long as such criteria are met. If a successor Collateral Agent shall not have been appointed by the Majority Creditors pursuant to this Section 4.8(b) within 60 days after the Collateral Agent’s resignation or upon removal of the Collateral Agent, then the Collateral Agent may designate a successor Collateral Agent which meets the requirements set forth above, and the resignation or removal shall nonetheless become effective. Such successor Collateral Agent shall serve until a successor Collateral Agent has been appointed by the Majority Creditors or a court of competent jurisdiction and has accepted such appointment. The appointment of a successor Collateral Agent pursuant to this Section 4.8(b) shall become effective upon the acceptance of any the appointment as Collateral Agent hereunder by a successor agentCollateral Agent. Upon such effective appointment, such the successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentretiring Collateral Agent. (c) The resignation or removal of a Collateral Agent shall take effect on the date when a successor Collateral Agent shall have been appointed pursuant to Section 4.8(b) hereof and shall have accepted such appointment. (d) Upon the effective appointment of a successor Collateral Agent, the successor Collateral Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the predecessor Collateral Agent hereby appoints the successor Collateral Agent the attorney-in-fact of such predecessor Collateral Agent to accomplish the purposes hereof, which appointment is coupled with an interest. Such appointment and designation shall be full evidence of the right and authority to act as Collateral Agent hereunder and all Collateral, power, trusts, duties, documents, rights and authority of the previous Collateral Agent shall rest in the successor, without any further deed or conveyance. The predecessor Collateral Agent shall, nevertheless, on the written request of the Majority Creditors or successor Collateral Agent, execute and deliver any other such instrument transferring to such successor Collateral Agent all the Collateral, properties, rights, power, trust, duties, authority and title of such predecessor. The Loan Parties, to the extent requested by the Majority Creditors or the Collateral Agent shall be discharged from its duties procure any and obligations under this Agreement all documents, conveyances or instruments and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agentexecute same, the provisions of this Section 4(w) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies)extent required, in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having order to reflect the Company and each Subsidiary thereof agree transfer to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (ia) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Daysupon 60 days’ prior written notice to the Creditors and the Company and each holder may be removed at any time, with or without cause, by the Majority Creditors by written notice delivered to the Company, the Collateral Agent and the Creditors. If the Collateral Agent is also a Revolving Credit Facility Lender or Franchise Loan Facility Participant, then the holders of Notesat least 51% of the outstanding principal amount of the indebtedness evidenced by the Senior Secured Notes may remove the Collateral Agent at any time. Such After any resignation or removal hereunder of the Collateral Agent, the provisions of this Section 4 shall take effect upon continue to inure to its benefit as to any actions taken or omitted to be taken by it in connection with its agency hereunder while it was the acceptance by Collateral Agent under this Agreement. (b) Upon receiving written notice of any such resignation or removal, a successor Collateral Agent shall be appointed by the Majority Creditors; provided, however, that such successor Collateral Agent shall be (1) a bank or trust company having a combined capital and surplus of appointment at least $1,000,000,000, subject to supervision or examination by a Federal or state banking authority; and (2) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent. If a successor Collateral Agent shall not have been appointed pursuant to clauses (iithis Section 4.8(b) and (iii) below within such 60 day period after the Collateral Agent’s resignation or as otherwise provided below. If at upon removal of the Collateral Agent then any time Creditor or the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove unless the Collateral Agent from all its functions is being removed) may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting the qualifications specified in this Section 4.8(b). The Creditors hereby consent to such petition and duties hereunder and under the other Transaction Documentsappointment so long as such criteria are met. (iic) Upon any such notice of The resignation or removalremoval of a Collateral Agent shall take effect on the day specified in the notice described in Section 4.8(a), the Required Holders shall appoint unless previously a successor collateral agent. Upon Collateral Agent shall have been appointed and shall have accepted such appointment, in which event such resignation or removal shall take effect immediately upon the acceptance of any such appointment by such successor Collateral Agent, provided, however, that no such resignation or removal shall be effective hereunder unless and until a successor Collateral Agent shall have been appointed and shall have accepted such appointment. (d) The appointment of a successor Collateral Agent pursuant to Section 4.8(b) shall become effective upon the acceptance of the appointment as Collateral Agent hereunder by a successor agentCollateral Agent. Upon such effective appointment, such the successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentretiring Collateral Agent. Such appointment and designation shall be full evidence of the right and authority to act as Collateral Agent hereunder and all Collateral, power, trusts, duties, documents, rights and authority of the previous Collateral Agent shall rest in the successor, without any further deed or conveyance. The predecessor Collateral Agent shall, nevertheless, on the written request of the Majority Creditors or successor Collateral Agent, execute and deliver any other such instrument transferring to such successor Collateral Agent all the Collateral, properties, rights, power, trust, duties, authority and title of such predecessor. The Company, to the extent requested by the Majority Creditors or the Collateral Agent shall be discharged from its duties procure any and obligations under this Agreement all documents, conveyances or instruments and execute the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agentsame, the provisions of this Section 4(w) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies)extent required, in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having order to reflect the Company and each Subsidiary thereof agree transfer to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written delivering notice of such resignation to the Company Lenders and each holder of Notes. Such resignation shall take effect Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the acceptance date such notice shall be effective, in accordance with the terms of this Section 7 of this Exhibit B. If Collateral Agent delivers any such notice, the Supermajority Lenders shall have the right to appoint a successor Collateral Agent. If, after 30 days after the date of the retiring Collateral Agent’s notice of resignation, no successor Collateral Agent has been appointed by the Supermajority Lenders that has accepted such appointment, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment pursuant hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to clauses (ii) any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iiiiv) below or as otherwise provided below. If at any time subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, shall take such action as may be reasonably necessary to assign to the Required Holders may, by written consent, remove the successor Collateral Agent from all its functions and duties hereunder and rights as Collateral Agent under the other Transaction Loan Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the Effective immediately upon its acceptance of any a valid appointment as Collateral Agent hereunder by Agent, a successor agentCollateral Agent shall succeed to, such successor collateral agent shall thereupon succeed to and become vested with with, all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the retiring Collateral Agent under this Agreement and the other Transaction Loan Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may may, as hereinafter provided, resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice thereof to the Company Lenders and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) Borrower and (iii) below or as otherwise provided below. If may be removed at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, cause by the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Lenders. Upon any such notice of resignation or removal, the Required Holders Lenders, with the consent of the Borrower if no Event of Default exists, shall have the right to appoint a successor collateral agentCollateral Agent. If no successor Collateral Agent shall have been so appointed by the Lenders and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of notice of resignation or the Lenders’ removal of the retiring Collateral Agent, then the retiring Collateral Agent shall on behalf of the Lenders forthwith designate a Lender (if such Lender shall have accepted such designation) the pro tem successor Collateral Agent, and such designated Lender shall act as Collateral Agent hereunder pending the appointment of its successor. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agentCollateral Agent, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentretiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its any further duties and obligations under this Agreement and the other Transaction DocumentsAgreement. After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) Article 13 shall inure enure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the other Transaction DocumentsAgreement. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving written notice thereof to the Borrower and the Administrative Agent. The Collateral Agent may be removed at least ten any time with cause, and upon thirty (1030) Business Days’ prior days written notice without cause, by the Administrative Agent on behalf of the holders of the Obligations. Upon request of the Borrower, so long as no Default or Event of Default exists, the Collateral Agent shall be removed by the Administrative Agent, provided that any removal without cause shall be preceded by thirty (30) days written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below the Borrower shall pay immediately upon demand all costs and expenses incurred by any Lender, the Administrative Agent or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) connection therewith. Upon any such notice of resignation or removal, the Required Holders Administrative Agent, at the direction of the Majority Banks, shall have the right to appoint a successor collateral agentCollateral Agent. Any successor Collateral Agent appointed by the Administrative Agent, provided that no Default or Event of Default exists, shall be satisfactory to the Borrower at the time of appointment. In the case of a retirement or resignation, if no successor Collateral Agent shall have been so appointed by the Administrative Agent (and approved by the Borrower, if applicable), and shall have accepted such appointment, within 60 days after the retiring Collateral Agent's giving of notice of resignation, then the retiring Collateral Agent shall deliver all Mortgage Loan Collateral in its possession to the Administrative Agent and the Collateral Agent shall be discharged from its duties and obligations under this Agreement. After a notice of retirement or resignation has been given by the Collateral Agent and until a successor Collateral Agent shall have been appointed, the Administrative Agent shall pay all reasonable fees and out of pocket expenses owed to the Collateral Agent by the Servicer pursuant to any written agreement between the Collateral Agent and the Servicer, provided, however, that the Borrower shall reimburse the Administrative Agent for all such payments. No such resignation or removal shall be effective until the earlier of (1) the date on which a successor Collateral Agent shall have been appointed, and accepted such appointment, in accordance with this Section 4.4 or (2) the day upon which a period of 60 days has passed after notice of such resignation or removal. Upon the acceptance of any appointment as of the Collateral Agent hereunder by a successor agentCollateral Agent, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentretiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement Agreement. The retiring or removed Collateral Agent shall take all steps reasonably necessary to provide for an orderly transfer of the Collateral and all related documentation to the other Transaction Documentssuccessor Collateral Agent at the Servicer's expense. After the any retiring Collateral Agent’s 's resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) Article IV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the a Collateral Agent under this Agreement and the other Transaction DocumentsAgreement. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w4(dd) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w4(dd) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w4(dd)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice thereof to the Company Holders and each holder of NotesIssuer. Such resignation Upon any such resignation, the Requisite Holders shall take effect upon have the acceptance by right to appoint a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided belowAgent. If at any time the no successor Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount shall have been so appointed by the Requisite Holders, and shall have accepted such appointment, within 30 days after the retiring Collateral Agent’s giving of Notesnotice of resignation, then the Required Holders retiring Collateral Agent may, by written consenton behalf of the Holders, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agentCollateral Agent, selected from among the Holders. In either case, such appointment shall be subject to the prior written approval of Issuer (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agentCollateral Agent, such successor collateral agent Collateral Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the collateral agentretiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Note Documents. After the Prior to any retiring Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent its rights as Collateral Agent under the Note Documents. After such resignation, the retiring Collateral Agent shall continue to have the benefit of this Section 4(w) shall inure to its benefit Article X as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the other Transaction Note Documents. (iii) . If no Person other than Issuer or an Affiliate of Issuer is a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removalHolder, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such timewill, if anypromptly following written request by Issuer, as the Required Holders appoint a successor collateral agent as provided aboveresign. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Subject to the provisions of the Intercreditor Agreement and the Guarantee and Collateral Agreement, the Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Daysas Collateral Agent upon 30 days’ prior written notice to the Company Lenders and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided belowBorrower. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations resign as Collateral Agent under this Agreement and the other Transaction Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Revolving Event of Default under Section 8(a) or Section 8(f) or Term Loan B Event of Default under Section 10(a) or Section 10(f), in each case, with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Collateral Agent, and the term “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, and the former Collateral Agent’s rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holders of the Loans. After If no successor agent has accepted appointment as Collateral Agent by the date that is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and the Administrative Agent shall assume and perform all of the duties of the Collateral Agent hereunder until such time, if any, as the collateral agentRequired Lenders appoint a successor agent as provided for above. After any retiring Collateral Agent’s resignation as Collateral Agent, the provisions of this Section 4(w) 11 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 Agreement and the other Transaction Loan Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Upon the resignation or removal of the Collateral Agent Agent, the Trustee may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by appoint a successor Collateral Agent, with the written approval of the Certificate Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of appointment pursuant the Trustee to clauses (ii) be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and (iii) below shall be approved by the Certificate Insurer. The Trustee or such custodian, as otherwise provided below. If at any time the case may be, shall assume the duties of the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 hereunder. Any successor Collateral Agent appointed as provided in aggregate principal amount of Notesthis Section 10.08 shall execute, acknowledge and deliver to the Trust, the Required Holders mayDepositor, by written consentthe Certificate Insurer, remove the Servicer, the Trustee and to its predecessor Collateral Agent from all its functions an instrument accepting such appointment hereunder, and duties hereunder and under thereupon the other Transaction Documents. (ii) Upon any such notice of resignation or removal, removal of the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as predecessor Collateral Agent hereunder by a successor agent, shall become effective and such successor collateral agent Collateral Agent, without any further act, deed or conveyance, shall thereupon succeed to and become fully vested with all the rights, powers, privileges duties and duties obligations of its predecessor hereunder, with the collateral agentlike effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be discharged from its duties and obligations under this Agreement and for the other Transaction Documents. After account of the Collateral Agent in the event of the resignation of the Collateral Agent’s resignation or , and shall be for the account of the Servicer in the event of the removal hereunder of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 10.08 unless at the collateral agent, time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 10.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 4(w) 10.08, the Servicer shall inure to its benefit as to any actions taken or omitted to be taken by it while it was mail notice of the succession of such Collateral Agent under this Agreement hereunder to all Certificateholders at their addresses as shown in the Certificate Register and to the other Transaction Documents. (iii) Rating Agencies. If a successor collateral agent shall not have been so appointed the Servicer fails to mail such notice within ten (10) Business Days days after acceptance of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written delivering notice of such resignation to the Company Lenders and each holder Bxxxxxxx, effective on the date set forth in such notice (which date shall be no earlier than thirty (30) after the date of Notes. Such resignation such notice, and if no date shall take effect upon be set forth in such notice, thirty (30) days after the acceptance by date of delivery thereof), in accordance with the terms of this Section 7 of this Exhibit B. If Collateral Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Collateral Agent with the consent of appointment pursuant the Borrower (such consent not to clauses (ii) and (iii) below be unreasonably withheld or as otherwise provided belowdelayed). If at any time If, after 30 days after the date of the retiring Collateral Agent’s notice of resignation, no successor Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, has been appointed by the Required Holders Lxxxxxx and has accepted such appointment, then the retiring Collateral Agent may, by written consenton behalf of the Lenders, remove the appoint a successor Collateral Agent from all among the Lenders. Effective immediately upon its functions resignation, (a) the retiring Collateral Agent shall be discharged from its duties and duties hereunder and obligations under the Loan Documents (other Transaction than its duties and obligations under Section 12.8 of the Agreement), (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents. , and (iiiv) Upon any such notice subject to its rights under Section 2(b) of resignation or removalthis Exhibit B, the Required Holders retiring Collateral Agent shall appoint a take such action as may be reasonably necessary to assign to the successor collateral agentCollateral Agent its rights as Collateral Agent under the Loan Documents. Upon the Effective immediately upon its acceptance of any a valid appointment as Collateral Agent hereunder by Agent, a successor agentCollateral Agent shall succeed to, such successor collateral agent shall thereupon succeed to and become vested with with, all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the retiring Collateral Agent under this Agreement and the other Transaction Loan Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written delivering notice of such resignation to the Company Lenders and each holder of Notes. Such resignation shall take effect Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the acceptance date such notice shall be effective, in accordance with the terms of this Section 7 of this Exhibit B. If Collateral Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Collateral Agent. If, after 30 days after the date of the retiring Collateral Agent’s notice of resignation, no successor Collateral Agent has been appointed by the Required Lenders and has accepted such appointment, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Original Lenders, if any, and if none, from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment pursuant hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to clauses (ii) any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iiid) below or as otherwise provided below. If at any time subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, shall take such action as may be reasonably necessary to assign to the Required Holders may, by written consent, remove the successor Collateral Agent from all its functions and duties hereunder and rights as Collateral Agent under the other Transaction Loan Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the Effective immediately upon its acceptance of any a valid appointment as Collateral Agent hereunder by Agent, a successor agentCollateral Agent shall succeed to, such successor collateral agent shall thereupon succeed to and become vested with with, all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the retiring Collateral Agent under this Agreement and the other Transaction Loan Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time as Collateral Agent under this Agreement by giving at least ten (10) Business Days’ prior written notice thereof to the Company Banks and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) Borrower and (iii) below or as otherwise provided below. If may be removed at any time with or without cause by the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Majority Banks. Upon any such notice of resignation or removal, the Required Holders Majority Banks shall have the right to appoint, with the consent of the Borrower (which consent shall not be unreasonably withheld and shall not be required if an Event of Default exists), a successor Collateral Agent from among the Banks. If no successor Collateral Agent shall have been so appointed by the Majority Banks with such consent, and shall have accepted such appointment, within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Majority Banks' removal of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the Banks, appoint a successor collateral agentCollateral Agent, which shall be a Bank which is 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 $500,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder under this Agreement by a successor agentCollateral Agent, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentretiring Collateral Agent and shall function as the Collateral Agent under this Agreement, and the retiring Collateral Agent shall be discharged from its duties and obligations as Collateral Agent under this Agreement and the other Transaction DocumentsAgreement. After the any retiring Collateral Agent’s 's resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) Article VIII 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 Agreement and the other Transaction DocumentsAgreement. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (ia) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Daysupon 60 days’ prior written notice to the Creditors and the Company and each holder may be removed at any time, with or without cause, by the Majority Creditors by written notice delivered to the Company, the Collateral Agent and the Creditors. After any resignation or removal hereunder of Notes. Such the Collateral Agent, the provisions of this Section 4 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it in connection with its agency hereunder while it was the Collateral Agent under this Agreement. (b) Upon receiving written notice of any such resignation shall take effect upon the acceptance by or removal, a successor Collateral Agent shall be appointed by the Majority Creditors; provided, however, that such successor Collateral Agent shall be (1) a bank or trust company having a combined capital and surplus of appointment at least $1,000,000,000, subject to supervision or examination by a Federal or state banking authority; and (2) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent. If a successor Collateral Agent shall not have been appointed pursuant to clauses (iithis Section 4.8(b) and (iii) below within such 60 day period after the Collateral Agent’s resignation or as otherwise provided below. If at upon removal of the Collateral Agent then any time Creditor or the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove unless the Collateral Agent from all its functions is being removed) may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting the qualifications specified in this Section 4.8(b). The Creditors hereby consent to such petition and duties hereunder and under the other Transaction Documentsappointment so long as such criteria are met. (iic) Upon any such notice of The resignation or removalremoval of a Collateral Agent shall take effect on the day specified in the notice described in Section 4.8(a), the Required Holders shall appoint unless previously a successor collateral agent. Upon Collateral Agent shall have been appointed and shall have accepted such appointment, in which event such resignation or removal shall take effect immediately upon the acceptance of any such appointment by such successor Collateral Agent, provided, however, that no such resignation or removal shall be effective hereunder unless and until a successor Collateral Agent shall have been appointed and shall have accepted such appointment. (d) The appointment of a successor Collateral Agent pursuant to Section 4.8(b) shall become effective upon the acceptance of the appointment as Collateral Agent hereunder by a successor agentCollateral Agent. Upon such effective appointment, such the successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentretiring Collateral Agent. Such appointment and designation shall be full evidence of the right and authority to act as Collateral Agent hereunder and all Collateral, power, trusts, duties, documents, rights and authority of the previous Collateral Agent shall rest in the successor, without any further deed or conveyance. The predecessor Collateral Agent shall, nevertheless, on the written request of the Majority Creditors or successor Collateral Agent, execute and deliver any other such instrument transferring to such successor Collateral Agent all the Collateral, properties, rights, power, trust, duties, authority and title of such predecessor. The Company, to the extent requested by the Majority Creditors or the Collateral Agent shall be discharged from its duties procure any and obligations under this Agreement all documents, conveyances or instruments and execute the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agentsame, the provisions of this Section 4(w) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies)extent required, in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having order to reflect the Company and each Subsidiary thereof agree transfer to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w4(v) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w4(v) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w4(v)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least as Collateral Agent upon ten (10) Business Daysdays’ prior written notice to the Company and each holder of NotesLenders. Such resignation If Collateral Agent resigns under this Agreement, all Lenders shall take effect upon appoint from among the acceptance by Lenders (or the affiliates thereof) a successor Collateral Agent for the Lenders, which successor Collateral Agent shall (unless an Event of appointment pursuant Default has occurred and is continuing) be subject to clauses the approval of Borrower (ii) and (iii) below which approval shall not be unreasonably withheld or as otherwise provided belowdelayed). If at any time the no successor Collateral Agent (together is appointed prior to the effective date of the resignation of Collateral Agent, Collateral Agent may appoint, after consulting with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notesthe Lenders, the Required Holders may, by written consent, remove the a successor Collateral Agent from all its functions and duties hereunder and under among the other Transaction Documents. Lenders (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agentaffiliates thereof). Upon the acceptance of any its appointment as successor Collateral Agent hereunder by a successor agenthereunder, the Person acting as such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the collateral agent, retiring Collateral Agent and the respective term “Collateral Agent” means such successor Collateral Agent and the retiring Collateral Agent’s appointment, powers and duties in such capacities shall be discharged from terminated without any other further act or deed on its duties and obligations under this Agreement and the other Transaction Documentsbehalf. After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(wArticle 13 and Sections 2.4(d) and 12.2 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 Agreement and Agreement. If no successor Collateral Agent has accepted appointment as Collateral Agent by the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within date ten (10) Business Days of receipt of days following a written retiring Agent’s notice of resignation or removalresignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent hereunder until such time, if any, as the Required Holders Lenders appoint a successor collateral agent as provided for above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Upon the resignation or removal of the Collateral Agent Agent, the Indenture Trustee may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by appoint a successor Collateral Agent, with the written approval of the Note Purchaser; provided, however, that the successor Collateral Agent so appointed shall in no event be an Originator, the Depositor or the Servicer or any Person known to a Responsible Officer of appointment pursuant the Indenture Trustee to clauses (ii) be an Affiliate of an Originator, the Depositor or the Servicer and (iii) below or shall be approved by the Note Purchaser. Such collateral agent, as otherwise provided below. If at any time the case may be, shall assume the duties of the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 hereunder. Any successor Collateral Agent appointed as provided in aggregate principal amount of Notesthis Section 11.08 shall execute, acknowledge and deliver to the Trust, the Required Holders mayDepositor, by written consentthe Note Purchaser, remove the Servicer, the Indenture Trustee and to its predecessor Collateral Agent from all its functions an instrument accepting such appointment hereunder, and duties hereunder and under thereupon the other Transaction Documents. (ii) Upon any such notice of resignation or removal, removal of the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as predecessor Collateral Agent hereunder by a successor agent, shall become effective and such successor collateral agent Collateral Agent, without any further act, deed or conveyance, shall thereupon succeed to and become fully vested with all the rights, powers, privileges duties and duties obligations of its predecessor hereunder, with the collateral agentlike effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Custodial Loan Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be discharged from its duties and obligations under this Agreement and for the other Transaction Documents. After account of the Collateral Agent in the event of the resignation of the Collateral Agent’s resignation or , and shall be for the account of the Servicer in the event of the removal hereunder of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 11.08 unless at the collateral agent, time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 11.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 4(w) 11.08, the Servicer shall inure to its benefit as to any actions taken or omitted to be taken by it while it was mail notice of the succession of such Collateral Agent under this Agreement and hereunder to all Noteholders at their addresses as shown in the other Transaction Documents. (iii) Note Register. If a successor collateral agent shall not have been so appointed the Servicer fails to mail such notice within ten (10) Business Days days after acceptance of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written delivering notice of such resignation to the Company Lenders and each holder of Notes. Such resignation shall take effect Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the acceptance by date such notice shall be effective, in accordance with the terms of this Section 7 of this Exhibit B. If Collateral Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Collateral Agent and so long as no Event of appointment pursuant to clauses (ii) Default has occurred and (iii) below or as otherwise provided below. If at any time the is continuing such successor Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount must be reasonably acceptable to Borrower. If, after 30 days after the date of Notesthe retiring Collateral Agent’s notice of resignation, no successor Collateral Agent has been appointed by the Required Holders Lenders and has accepted such appointment, then the retiring Collateral Agent may, by written consenton behalf of the Lenders, remove the appoint a successor Collateral Agent from all among the Lenders and so long as no Event of Default has occurred and is continuing such successor Collateral Agent must be reasonably acceptable to Borrower. Effective immediately upon its functions resignation, (a) the retiring Collateral Agent shall be discharged from its duties and duties hereunder and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other Transaction than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents. , and (iiiv) Upon any such notice subject to its rights under Section 2(b) of resignation or removalthis Exhibit B, the Required Holders retiring Collateral Agent shall appoint a take such action as may be reasonably necessary to assign to the successor collateral agentCollateral Agent its rights as Collateral Agent under the Loan Documents. Upon the Effective immediately upon its acceptance of any a valid appointment as Collateral Agent hereunder by Agent, a successor agentCollateral Agent shall succeed to, such successor collateral agent shall thereupon succeed to and become vested with with, all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the retiring Collateral Agent under this Agreement and the other Transaction Loan Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving forty-five (45) days' prior written notice thereof to each of the Revolving Credit Agent, the Term Loan Agent, and Mariner. The Collateral Agent may be removed by the Directing Party at least any time by giving ten (10) Business Days’ days' prior written notice thereof to the Company Collateral Agent, the Term Loan Agent, and each holder Mariner. Upon any such resignation or removal the Directing Party shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed and consented to, and shall have accepted such appointment, within thirty (30) days after such notice of Notesresignation or removal, then the retiring Collateral Agent may (but shall not be required to) appoint a successor Collateral Agent. Such If no successor Collateral Agent shall be appointed and shall have accepted such appointment within thirty (30) days after such notice of resignation or removal, any Facility Party may apply to any court of competent jurisdiction to appoint a successor Collateral Agent until such time, if any, as a successor Collateral Agent shall take effect upon have been appointed as provided in this Section 5.8. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Directing Party as provided in this Section 5.8. Each successor Collateral Agent shall be a commercial bank or trust company organized under or operating pursuant to the laws of the United States of America or any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agenthereunder, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the collateral agentformer Collateral Agent in its capacity as such, and without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Collateral Agent, such Collateral Agent shall be discharged from its duties and obligations as such under this Agreement and the other Transaction Shared Security Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, but the provisions of this Section 4(w) Agreement shall inure to its benefit as to any actions taken or omitted by it while it was Collateral Agent under this Agreement. Notwithstanding any other provision of this Agreement or any other Shared Security Document or any other Secured Party Document to the contrary, neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable to any Facility Party for any action taken or omitted to be taken by it while it was the Collateral Agent or them under this Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of in connection with this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent5.8.

Successor Collateral Agent. U.S. Bank National Association may, upon sixty (i60) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written days' notice to the Company Borrower, the Servicer, the Agent, the Lender, the Facility Insurer and each holder of Notesother party hereto, resign as Collateral Agent. Such resignation If U.S. Bank National Association shall take effect upon the acceptance by a successor resign as Collateral Agent under this Agreement, then the Agent and the Facility Insurer (or, following the occurrence of appointment pursuant to clauses an Early Amortization Event (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less other than $100,000 in aggregate principal amount of Notesa Facility Insurer Early Amortization Event), the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (iiFacility Insurer only) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Collateral Agent, whereupon such successor Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the collateral agentCollateral Agent hereunder (and, without limitation, such successor Collateral Agent is hereby authorized and empowered to file any financing statement amendments and execute and deliver, on behalf of the former Collateral Agent, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the transfer of the rights, powers and duties of the former Collateral Agent hereunder to such successor Collateral Agent) and references herein to the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of mean such successor Collateral Agent, effective upon its appointment; and such former Collateral Agent's rights, powers and duties in such capacity shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement. No such resignation shall be effective until a successor Collateral Agent designated by having the Company Agent and each Subsidiary thereof the Facility Insurer (or, following the occurrence of an Early Amortization Event (other than a Facility Insurer Early Amortization Event), the Facility Insurer only) shall have assumed the responsibilities and obligations of the Collateral Agent hereunder. The former Collateral Agent and the Servicer agree to indemnify cooperate with any successor Collateral Agent pursuant to reasonable and customary terms and by each in effecting the transfer of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor former Collateral Agent's responsibilities and rights hereunder.

Successor Collateral Agent. (i) The Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten thirty (1030) Business Days’ days' prior written notice thereof to each Creditor and Borrower and the Company Collateral Agent may be removed at any time for any material breach of its obligations hereunder by the vote of the Required Creditors (excluding the Collateral Agent in its individual capacities acting as a Creditor, whose Obligations shall be excluded from the calculation of Required Creditors for this purpose). Upon any such resignation or removal, Required Creditors will have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by Required Creditors and each holder shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent's giving of Notes. Such notice of resignation shall take effect upon or the acceptance by Required Creditors' removal of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the Creditors, appoint a successor Collateral Agent and such successor Collateral Agent shall be any other commercial bank organized under the laws of appointment pursuant to clauses the United States of America or any State thereof, having combined capital and surplus of at least One Hundred Million Dollars (ii$100,000,000.00) and (iii) below rated "A" or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notesbetter by Standard & Poors Rating Service or Moody's Investor Service, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Inc. Upon the acceptance accexxxxxx of any its appointment as successor Collateral Agent hereunder by a successor agentAgent, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, immunities, and duties of the collateral agentresigning or removed Collateral Agent, and the resigning or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Collateral Documents. After the any Collateral Agent’s 's resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) Article VI 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (ia) The Any successor collateral agent appointed as provided in Section 12.6 shall execute, acknowledge and deliver to the Seller and to its predecessor Collateral Agent may resign from an instrument accepting such appointment hereunder, and thereupon the performance resignation or removal of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor predecessor Collateral Agent of appointment pursuant to clauses (ii) shall become effective and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of , without any appointment as Collateral Agent hereunder by a successor agentfurther act, such successor collateral agent deed or conveyance, shall thereupon succeed to and become fully vested with all the rights, powers, privileges duties and duties obligations of its predecessor hereunder, with like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall, upon payment of all amounts due it pursuant to Section 12.4, deliver to the successor collateral agent, agent all documents and statements held by it hereunder; and Seller and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be discharged from its required for fully and certainly vesting and confirming in the successor collateral agent all such rights, powers, duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this Section 4(w) 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 Agreement and the other Transaction Documentsobligations. (iiib) If a No successor collateral agent shall not have been so appointed within ten (10) Business Days accept appointment as provided in this Section 12.7 unless at the time of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a such acceptance such successor collateral agent who shall serve as be eligible under the Collateral Agent until such time, if any, as the Required Holders appoint provisions of Section 12.5. (c) Upon acceptance of appointment by a successor collateral agent as provided above. (iv) In the event that a in this Section 12.7, such successor Collateral Agent is appointed pursuant collateral agent shall mail notice of such succession hereunder to each Indenture Trustee and to each Rating Agency, and also to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses Issuer Trustee who shall mail notice of such successor Collateral Agent, by having the Company and succession hereunder to each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral AgentSubordinated Noteholder.

Successor Collateral Agent. (i) The Collateral Agent may resign from as the performance of all its functions and duties hereunder and under the other Transaction Documents Collateral Agent at any time by giving at least upon ten (10) Business Daysdays’ prior written notice to the Company Holder and each holder of Notes. Such resignation shall take effect upon Other Holder and the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided belowCompany. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and resigns under the other Transaction Documents. (ii) Upon any such notice of resignation or removalthis Note, the Required Holders shall appoint a successor collateral agent. If no successor agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may appoint a successor Collateral Agent on behalf of the Holder, each Other Holder and each Initial Holder, after consulting with the Holder, each Other Holder and each Initial Holder. Upon the acceptance of any its appointment as Collateral Agent hereunder by a successor agentagent hereunder, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the collateral retiring Collateral Agent and the term the “Collateral Agent” shall mean such successor agent, and the retiring Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documentsterminated. After the Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) 22 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the other Transaction Documents. (iii) Agent. If a no successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve has accepted appointment as the Collateral Agent by the date which is thirty (30) days following a retiring Collateral Agent’s notice of resignation, a retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Required Holders, shall perform all of the duties of the Collateral Agent hereunder until such time, if any, time as the Required Holders shall appoint a successor collateral agent as provided for above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (ia) The [Reserved]. (b) Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice thereof to Purchasers and the Note Parties. Requisite Purchasers shall have the right to appoint a financial institution as Collateral Agent hereunder, subject to the reasonable satisfaction of Company and each holder of Notes. Such Collateral Agent’s resignation shall take effect upon become effective on the earliest of (i) thirty days after delivery of the notice of resignation, (ii) the acceptance of such successor Collateral Agent by Company and Requisite Purchasers or (iii) such other date, if any, agreed to by Requisite Purchasers. Until a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at is so appointed by Requisite Purchasers, any time the collateral security held by Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount for the benefit of Notes, the Required Holders may, Purchasers under any of the Note Documents shall continue to be held by written consent, remove the resigning Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any as nominee until such notice of resignation or removal, the Required Holders shall appoint time as a successor collateral agentCollateral Agent is appointed. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agentCollateral Agent, such that successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentresigning or removed Collateral Agent under this Agreement and the Collateral Documents, and the resigning or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder or under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement and the Collateral Documents, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such resigning or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Collateral Documents. After the any resigning or removed Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) Agreement and the Collateral Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement or the Collateral Documents while it was the Collateral Agent under this Agreement and the other Transaction Documentshereunder. (iiic) If a successor collateral agent shall not have been so appointed within ten [Reserved] (10d) Business Days Notwithstanding anything herein to the contrary, Collateral Agent may assign its rights and duties as Collateral Agent hereunder to an Affiliate of receipt of a GSSLG without the prior written consent of, or prior written notice of resignation to, Company or removalthe Purchasers; provided, that Company and the Purchasers may deem and treat such assigning Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent for all purposes hereof, unless and until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant provides written notice to Company and the provisions Purchasers of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Collateral Agent (or its successor), as applicable, notify hereunder and under the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agentother Note Documents.

Successor Collateral Agent. (ia) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten sixty (1060) Business Days’ days prior written notice thereof to the Lender Group, the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) UMC Canada and (iii) below or as otherwise provided below. If may be removed at any time with cause by the Required Lenders, which resignation or removal shall be effective upon the appointment of a successor to the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Agent. Upon any such notice of resignation or removal, the Required Holders Lenders shall have the right to appoint a successor collateral agentCollateral Agent. If within thirty (30) days after the retiring Collateral Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Collateral Agent, no successor Collateral Agent shall have been so appointed by the Required Lenders and accepted such appointment, then, the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent, which shall be a bank which maintains an office in the United States of America, or a commercial bank organized under the laws of the United States of America or of any State thereof, or any Affiliate of such bank, having a combined capital and surplus of at least $200,000,000 as of the date of its most recent financial statements. (b) Upon the acceptance of any appointment as Collateral Agent hereunder by a successor agentCollateral Agent, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agentretiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations Indebtedness under this Agreement and the other Transaction DocumentsIntercreditor Agreement. After the any retiring Collateral Agent’s 's resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) Intercreditor 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 Agreement and the other Transaction DocumentsIntercreditor Agreement. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (ia) The Collateral Agent may resign from at any time upon 30 days’ written notice to the performance Creditors and the Company, may be removed at any time, with or without cause, by the Majority Creditors by written notice delivered to the Company, the Collateral Agent and the Creditors and, if the Collateral Agent is a Lender or Additional Secured Lender, may be removed by the Required Holders at any time that the Collateral Agent has failed to take any action that the Collateral Agent is required to take hereunder after request therefor by the Majority Creditors or the Collateral Agent has taken any action hereunder that the Collateral Agent is not authorized to take hereunder or that violates the terms hereof. After any resignation or removal hereunder of all the Collateral Agent, the provisions of this Section 4 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it in its capacity as Collateral Agent hereunder while it was the Collateral Agent under this Agreement. (b) Upon receiving written notice of any such resignation or removal, a successor Collateral Agent shall be appointed by the Majority Creditors; provided, however, that such successor Collateral Agent shall be (1) a bank or trust company having a combined capital and surplus of at least $1,000,000,000, subject to supervision or examination by a Federal or state lending authority and (2) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent. If a successor Collateral Agent shall not have been appointed pursuant to this Section 4.8(b) within such 30 day period after the Collateral Agent’s resignation or upon removal of the Collateral Agent, then any Creditor or the Collateral Agent (unless the Collateral Agent is being removed) may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting the qualifications specified in this Section 4.8(b). The Creditors hereby consent to such petition and duties appointment so long as such criteria are met. If a successor Collateral Agent shall not have been appointed pursuant to this Section 4.8(b) within 360 days after the Collateral Agent’s resignation or upon removal of the Collateral Agent, then the resignation or removal shall nonetheless become effective and the Creditors acting collectively shall thereafter have the rights and obligations of the Collateral Agent hereunder and under the other Transaction Security Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by until a successor Collateral Agent has been appointed and accepted such appointment. The appointment of appointment a successor Collateral Agent pursuant to clauses (iithis Section 4.8(b) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon become effective upon the acceptance of any the appointment as Collateral Agent hereunder by a successor agentCollateral Agent. Upon such effective appointment, such the successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the retiring Collateral Agent. (c) The resignation or removal of a Collateral Agent shall be discharged from its duties and obligations under this Agreement and take effect on the other Transaction Documents. After day specified in the Collateral Agent’s resignation or removal hereunder as the collateral agentnotice described in Section 4.8(a), the provisions of this Section 4(w) 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 Agreement and the other Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that unless previously a successor Collateral Agent is shall have been appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint and shall have accepted such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies)appointment, in their sole discretion, including, without limitation, which event such resignation or removal shall take effect immediately upon the acceptance of such appointment by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company provided, however, that no such resignation or removal shall be effective hereunder unless and each Subsidiary thereof agree to indemnify any until a successor Collateral Agent pursuant shall have been appointed and shall have accepted such appointment. (d) Upon the effective appointment of a successor Collateral Agent, the successor Collateral Agent shall succeed to reasonable and customary terms become vested with all the rights, powers, privileges and by each duties of the Company retiring Collateral Agent and each Subsidiary thereof executing a collateral agency agreement the predecessor Collateral Agent hereby appoints the successor Collateral Agent the attorney-in-fact of such predecessor Collateral Agent to accomplish the purposes hereof, which appointment is coupled with an interest. Such appointment and designation shall be full evidence of the right and authority to act as Collateral Agent hereunder and all Collateral, power, trusts, duties, documents, rights and authority of the previous Collateral Agent shall rest in the successor, without any further deed or similar agreement and/or conveyance. The predecessor Collateral Agent shall, nevertheless, on the written request of the Majority Creditors or successor Collateral Agent, execute and deliver any amendment other such instrument transferring to such successor Collateral Agent all the Collateral, properties, rights, power, trust, duties, authority and title of such predecessor. The Company, to the Security Documents reasonably extent requested by the Majority Creditors or required by the Collateral Agent shall procure any and all documents, conveyances or instruments and execute same, to the extent required, in order to reflect the transfer to the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may may, and at the request of the Majority Lenders shall, resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Daysas Collateral Agent upon 30 days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided belowLenders. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notesresigns under this Agreement, the Required Holders mayMajority Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be approved by written consentthe Borrower, remove such approval not to be unreasonably withheld. If no successor agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent from all its functions may appoint, after consulting with the Lenders and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removalBorrower, the Required Holders shall appoint a successor collateral agentagent from among the Lenders. Upon the acceptance of any its appointment as Collateral Agent hereunder by a successor agentagent hereunder, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the collateral agent, retiring Collateral Agent and the term “Collateral Agent” shall mean such successor agent and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documentsterminated. After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) 11 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 Agreement Agreement. If no successor agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the other Transaction Documents. (iii) If a successor collateral agent Lenders shall not have been so appointed within ten (10) Business Days perform all of receipt the duties of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent hereunder until such time, if any, as the Required Holders Majority Lenders appoint a successor collateral agent as provided for above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

Successor Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving as Agent upon at least ten thirty (1030) Business Daysdays’ prior written notice to the Company Lenders and each holder of Notes. Such the Borrowers’ Agent, such resignation shall take effect to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. In the event CIT sells all of its Commitment and Loans as part of a sale, transfer or other disposition by a CIT of substantially all of its loan portfolio, CIT shall resign as the Collateral Agent and such purchaser or transferee shall become the successor Collateral Agent of appointment pursuant hereunder. Subject to clauses (ii) and (iii) below or as otherwise provided below. If at any time the foregoing, if the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notesresigns under this Agreement, the Required Holders mayLenders shall appoint from among the Lenders a successor collateral agent for the Lenders. If no successor collateral agent is appointed prior to the effective date of the resignation of the Collateral Agent, by written consent, remove the Collateral Agent from all its functions may appoint, after consulting with the Lenders and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removalBorrowers’ Agent, the Required Holders shall appoint a successor collateral agentagent from among the Lenders. Upon the acceptance of any its appointment as Collateral Agent hereunder by a successor agentcollateral agent hereunder, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the collateral agent, retiring Collateral Agent and the term "Collateral Agent" shall mean such successor collateral agent and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documentsterminated. After the any retiring Collateral Agent’s resignation or removal hereunder as the collateral agentCollateral Agent, the provisions of this Section 4(w) Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the other Transaction DocumentsAgreement. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.