Common use of Successor Collateral Agents Clause in Contracts

Successor Collateral Agents. The Collateral Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 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 Lender Parties, appoint a successor Collateral Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the liens granted or purported to be granted by the Security Documents, such successor Collateral Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.

Successor Collateral Agents. The Collateral Agent may resign at any time by giving written give notice thereof of its resignation to the Lenders Secured Parties or their Secured Debt Representatives and the Borrower and may be removed at any time with cause by the Required LendersBorrower. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders Secured Parties shall have the right right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 of the Credit Agreement is continuing, to appoint a successor Collateral Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Lenders, Secured Parties and shall have accepted such appointment, appointment within 30 days after the retiring Collateral Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, may on behalf of the Lender Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Secured Parties (or their Secured Debt Representative) and the Borrower that no qualifying person has accepted such appointment, which then such resignation shall nonetheless become effective in accordance with such notice and (x) the retiring Collateral Agent shall be a commercial bank organized discharged from its duties and obligations hereunder and under the laws other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the United States Secured Parties under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security, until such time as a successor Collateral Agent is appointed, and (y) all payments, communications and determinations provided to be made by, to or through such Collateral Agent shall instead be made by or to each Secured Party under any of any State thereof the Financing Documents directly, until such time as the Required Secured Parties with (except after the occurrence and having during the continuation of a combined capital and surplus Default or Event of at least $50,000,000Default) the consent of the Borrower (not to be unreasonably withheld) appoint a successor Collateral Agent as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as the Collateral Agent hereunder by a successor Collateral Agent hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders Secured Parties may request, in order to continue the perfection of the liens Liens granted or purported to be granted by the Security Documents, such successor Collateral Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documentsother Financing Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to such Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Collateral Agent's ’s resignation or removal hereunder as Collateral Agentand under the other Financing Documents, the provisions of this Article IX Section 7 shall inure to continue in effect for the benefit of such retiring Collateral Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Collateral Agent under this Agreementwas acting as an Collateral Agent.

Successor Collateral Agents. The Collateral Agent may resign at any time by giving written give notice thereof of its resignation to the Lenders Secured Parties and the Borrower and may be removed at any time with cause by the Required LendersBorrower. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders Secured Parties shall have the right right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 of the Credit Agreement is continuing, to appoint a successor Collateral Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Lenders, Secured Parties and shall have accepted such appointment, appointment within 30 days after the retiring Collateral Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, may on behalf of the Lender Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Secured Parties and the Borrower that no qualifying person has accepted such appointment, which then such resignation shall nonetheless become effective in accordance with such notice and (x) the retiring Collateral Agent shall be a commercial bank organized discharged from its duties and obligations hereunder and under the laws other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the United States Secured Parties under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security, until such time as a successor Collateral Agent is appointed and (y) all payments, communications and determinations provided to be made by, to or through such Collateral Agent shall instead be made by or to each Secured Party under any of any State thereof the Loan Documents directly, until such time as the Required Secured Parties with (except after the occurrence and having during the continuation of a combined capital and surplus Default or Event of at least $50,000,000Default) the consent of the Borrower (not to be unreasonably withheld) appoint a successor Collateral Agent as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as the Collateral Agent hereunder by a successor Collateral Agent hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders Secured Parties may request, in order to continue the perfection of the liens Liens granted or purported to be granted by the Security Documents, such successor Collateral Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documentsother Financing Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to such Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Collateral Agent's ’s resignation or removal hereunder as Collateral Agentand under the other Financing Documents, the provisions of this Article IX Section 7 shall inure to continue in effect for the benefit of such retiring Collateral Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Collateral Agent under this Agreementwas acting as an Collateral Agent.

Successor Collateral Agents. The Bank of New York may resign as Collateral Agent may resign at any time by giving written upon 30 days’ notice thereof to the Lenders each other Secured Party party hereto and the Borrower and Borrower. In addition, in accordance with a direction of the Required First Lien Secured Parties, The Bank of New York (or any successor thereto) may be removed at any time with cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor as Collateral Agent. If no The Bank of New York (or any successor Collateral Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Collateral Agent's giving of notice of resignation thereto) should resign or the Required Lenders' removal of the retiring be removed as Collateral Agent, then the retiring Collateral Agent may, on behalf of the Lender Parties, Required First Lien Secured Parties shall appoint a successor Collateral Agent, which shall be a commercial bank organized under agent (in consultation with the laws of the United States or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the liens granted or purported to be granted by the Security Documents, Borrower) whereupon such successor Collateral Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Collateral Agent, and the retiring term “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, and The Bank of New York’s (or any successor thereto) rights, powers and duties as Collateral Agent shall be discharged from its terminated, without any other or further act or deed on the part of any of the parties to this Agreement or any Secured Party. If no successor agent has accepted appointment as Collateral Agent by the date that is 30 days following The Bank of New York’s (or any successor thereto) notice of resignation or removal, The Bank of New York (or any successor thereto) resignation or removal shall nevertheless thereupon become effective and the Administrative Agent shall assume and perform all of the duties and obligations under of the Loan DocumentsCollateral Agent hereunder until such time, if any, as a successor agent as contemplated above. After any retiring Collateral Agent's Person’s resignation or removal hereunder as a Collateral Agent, the provisions of this Article IX Section shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Collateral Agent under this AgreementAgreement and the other Collateral Documents.

Successor Collateral Agents. The Either Collateral Agent may resign at any time by giving written as Collateral Agent upon 10 days’ notice thereof to the Lenders Borrowers and the Borrower Lenders and, upon the occurrence and may be removed at any time with cause by during the Required Lenders. Upon any such resignation or removalcontinuance of an Event of Default, the Required Majority Second Lien Lenders shall have may, upon 10 days’ notice to the right to appoint a successor Second Lien Collateral Agent and the Borrowers, request the resignation of the Second Lien Collateral Agent. If no successor either Collateral Agent shall have been so appointed resign as Collateral Agent or the Majority Second Lien Lenders request the resignation of the Second Lien Collateral Agent under this Agreement and the other Loan Documents, then the Majority First Lien Lenders or the Majority Second Lien Lenders, as the case may be, shall appoint from among the First Lien Lenders or the Second Lien Tranche C Term Lenders, as the case may be, a successor collateral agent for such Lenders, which successor collateral agent shall, unless an Event of Default has occurred and is continuing, be subject to approval by the Required LendersBorrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor collateral agent shall succeed to the rights, powers and duties of the relevant Collateral Agent, and the term “First Lien Collateral Agent” or “Second Lien Collateral Agent”, as the case may be, shall have 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 parties to this Agreement or any holders of the Loans. If no successor collateral agent has accepted such appointment, within 30 appointment as Collateral Agent in accordance with the foregoing procedures by the date that is 21 days after the following a retiring Collateral Agent's giving of ’s notice of resignation or the Required Lenders' removal of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the Lender Parties, appoint a successor Collateral Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the liens granted or purported to be granted notice delivered by the Security DocumentsMajority Second Lien Lenders, such successor Collateral Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its entitled to appoint as successor collateral agent a commercial bank or trust company having an office in New York. New York, which successor collateral agent shall, unless an Event of Default has occurred and is continuing, be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor collateral agent shall succeed to the rights, powers and duties of the relevant Collateral Agent, and obligations under the Loan Documentssuch retiring Collateral Agent’s resignation shall become effective. After any retiring Collateral Agent's ’s resignation or removal hereunder as Collateral Agent, the provisions of this Article IX Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this AgreementAgreement and the other Loan Documents.

Successor Collateral Agents. The Collateral Agent may resign at any time by giving written may, --------------------------- upon thirty (30) days' notice thereof to the Lenders and the Borrower and may be removed at any time with cause by each of the Required Lenders. Upon any such resignation or removalSecured Creditors, and the Required Lenders shall have Collateral Agent shall, upon the right to appoint a successor direction of all of the Secured Creditors resign as Collateral Agent. If the Collateral Agent shall resign as Collateral Agent under the Facility Documents, then the Secured Creditors during such thirty (30) day period shall appoint a successor agent, which successor agent shall be approved 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 its appointment, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Credit Agreement. If for any reason no successor Collateral Agent shall have been so is appointed by the Required LendersSecured Creditors during such thirty (30) day period, and then effective upon the termination of such thirty (30) day period, the Secured Creditors shall have accepted such appointment, within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Required Lenders' removal perform all of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the Lender Parties, appoint a successor Collateral Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the liens granted or purported to be granted by the Security Documents, such successor Collateral Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Collateral Agent, Agent under the Facility Documents and the retiring Collateral Agent Borrower shall be discharged from its duties make all payments in respect of the Obligations directly to the applicable Secured Creditor and obligations under for all purposes shall deal directly with the Loan DocumentsSecured Creditors. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Article IX XIII shall inure to its ------------ benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreementthe Facility Documents.

Successor Collateral Agents. The (a) No resignation or removal pursuant to Section 4.08 shall be effective until: (i) a successor to the Collateral Agent may resign at any time is appointed in accordance with (and subject to) the provisions of this Section 4.09; (ii) the resigning Collateral Agent has transferred to its successor (A) all of its rights and obligations in its capacity as the Collateral Agent under this Agreement and the other Loan Documents and (B) all documentation held by giving written notice thereof it and relating to the Lenders and Loan Documents (other than such documentation that the Borrower and may be removed at any time with cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Collateral Agent. If no , is required to retain pursuant to Law); and (iii) the successor Collateral Agent has executed and delivered an agreement to be bound by the terms of this Agreement and the other Loan Documents and to perform all duties required of Collateral Agent hereunder and under the other Loan Documents; provided that, for the avoidance of doubt, a removal of the Collateral Agent shall have been so be effective notwithstanding the non-satisfaction of clause (a)(ii) above. (b) If the Collateral Agent has given notice of its resignation pursuant to Section 4.08(a) or if the Majority Lenders give the Collateral Agent notice of removal thereof pursuant to Section 4.08(b), then a successor to the Collateral Agent, may be appointed by the Required LendersMajority Lenders (and, unless an Event of Default has occurred and is continuing, with the written consent of the Borrower, which consent shall have accepted not unreasonably be withheld or delayed) during a 30 day period beginning on the date of such appointmentnotice but, if no such successor is so appointed within 30 days after the retiring above notice, the resigning or removed Collateral Agent's giving of notice of resignation or Agent may at the Required Lenders' removal expense of the retiring Borrower appoint such a successor or petition to a court of competent jurisdiction to appoint such a successor. If a resigning or removed Collateral Agent, then the retiring Collateral Agent mayor a court of competent jurisdiction appoints a successor, on behalf of the Lender Partiessuch successor shall (i) be authorized under all Laws to exercise corporate trust powers, appoint a successor Collateral Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having (ii) have a combined capital and surplus of at least $50,000,000. Upon 100,000,000 and (iii) be acceptable to the acceptance Majority Lenders (and, unless an Event of any appointment as Default has occurred and is continuing, the Borrower, approval by which shall not unreasonably be withheld or delayed). (c) If a successor to the Collateral Agent hereunder by a successor Collateral Agent and upon is appointed under the execution and filing or recording provisions of such financing statementsthis Section 4.09, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as then: (i) the Required Lenders may request, in order to continue the perfection of the liens granted or purported to be granted by the Security Documents, such successor Collateral Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Collateral Agent, and the retiring predecessor Collateral Agent shall be discharged from its duties and obligations under any further obligation hereunder (but without prejudice to any accrued liabilities); [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (ii) the Loan Documents. After any retiring resignation pursuant to Section 4.08(a) or removal pursuant to Section 4.08(b) of the predecessor Collateral Agent's resignation or removal hereunder as Collateral Agent, notwithstanding, the provisions of this Article IX Agreement shall inure to its benefit the predecessor Collateral Agent’s benefit, as to any actions taken or omitted to be taken by it under this Agreement and the other Loan Documents while it was Collateral Agent; and (iii) the successor Collateral Agent, and each of the other parties hereto shall have the same rights and obligations amongst themselves as they would have had if such successor Collateral Agent under had been a party hereto beginning on the date of this Agreement. (d) Any Person into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any Person succeeding to the business of the Collateral Agent shall be the successor of the Collateral Agent pursuant to Section 4.09(b), 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 contrary notwithstanding; provided that (i) such Person satisfies the eligibility requirements in Section 4.09(b) and (ii) promptly following any such merger, conversion or consolidation, the Collateral Agent shall have notified the Borrower thereof in writing; provided, however, that the Collateral Agent shall have no liability for failure to so notify the Borrower.

Successor Collateral Agents. The Collateral Agent may resign at any time by giving written may, upon thirty (30) days' notice thereof to the Lenders and the Borrower and may each of the Secured Creditors, and the Collateral Agent shall, upon the direction of all of the Secured Creditors resign as Collateral Agent. If the Collateral Agent shall resign as Collateral Agent under the Facility Documents, then the Secured Creditors during such thirty (30) day period shall appoint a successor agent, which successor agent shall (so long as no Event of Default has occurred and is continuing), be removed at any time with cause approved by the Required LendersBorrower, such approval not to be unreasonably withheld or delayed. Upon any such resignation or removalappointment, such successor agent shall succeed to the Required Lenders shall have rights, powers and duties of the right to appoint a successor Collateral 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 terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Credit Agreement. If for any reason no successor Collateral Agent shall have been so is appointed by Triple-A during such thirty (30) day period, then effective upon the Required Lenderstermination of such thirty (30) day period, and the Secured Creditors shall have accepted such appointment, within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Required Lenders' removal perform all of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the Lender Parties, appoint a successor Collateral Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the liens granted or purported to be granted by the Security Documents, such successor Collateral Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Collateral Agent, Agent under the Facility Documents and the retiring Collateral Agent Borrower shall be discharged from its duties make all payments in respect of the Obligations directly to the applicable Secured Creditor and obligations under for all purposes shall deal directly with the Loan DocumentsSecured Creditors. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Article IX XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreementthe Facility Documents.

Successor Collateral Agents. The Collateral Agent may resign at any time by giving written as Collateral Agent upon twenty (20) days’ notice thereof to the Lenders and the Borrower Borrower. If the Collateral Agent shall resign as the Collateral Agent in such capacity under this Agreement and may be removed at any time with cause by the Required Lenders. Upon any such resignation or removalother Loan Documents, then the Required Lenders shall appoint from among the Lenders 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 right Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor collateral agent shall succeed to the rights, powers and duties of the Collateral Agent in its applicable capacity, 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 in its applicable 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 or any holders of the Loans. If no applicable successor collateral agent has accepted appointment as the Collateral Agent in its applicable capacity by the date that is twenty (20) days following such retiring Collateral Agent’s notice of resignation, such retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor Collateral Agentagent as provided for above. If no successor Collateral Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after After the retiring Collateral Agent's giving of notice of ’s resignation as the Collateral Agent or the Required Lenders' removal of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the Lender Parties, appoint a successor Collateral Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the liens granted or purported to be granted by the Security Documents, such successor Collateral Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agentapplicable, the provisions of this Article IX 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 AgreementAgreement and the other Loan Documents.

Successor Collateral Agents. The Collateral Agent may resign at any time by giving written as Collateral Agent upon twenty (20) days' notice thereof to the Lenders and the Borrower Borrower. If the Collateral Agent shall resign as the Collateral Agent in such capacity under this Agreement and may be removed at any time with cause by the Required Lenders. Upon any such resignation or removalother Loan Documents, then the Required Lenders shall appoint from among the Lenders 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 right Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor collateral agent shall succeed to the rights, powers and duties of the Collateral Agent in its applicable capacity, 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 in its applicable 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 or any holders of the Loans. If no applicable successor collateral agent has accepted appointment as the Collateral Agent in its applicable capacity by the date that is twenty (20) days following such retiring Collateral Agent's notice of resignation, such retiring Collateral Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor Collateral Agentagent as provided for above. If no successor Collateral Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after After the retiring Collateral Agent's giving of notice of resignation as the Collateral Agent or the Required Lenders' removal of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the Lender Parties, appoint a successor Collateral Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the liens granted or purported to be granted by the Security Documents, such successor Collateral Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agentapplicable, the provisions of this Article IX 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 AgreementAgreement and the other Loan Documents.

Successor Collateral Agents. The (a) Each Collateral Agent may resign at any time by giving written as Offshore Collateral Agent or Onshore Collateral Agent, as applicable, upon thirty (30) days' notice thereof to the Lenders Intercreditor Agent and, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower and may be removed at any time with or without cause by the decision of each of the Working Capital Facility Required Lenders and the Construction Facility Required Lenders. Upon , with any such resignation or removal to become effective only upon the appointment of a successor Offshore Collateral Agent or Onshore Collateral Agent, as applicable, under this Section 8.06(a). If the applicable Collateral Agent shall resign or be removed as Offshore Collateral Agent or Onshore Collateral Agent, as applicable, then the Working Capital Facility Required Lenders and the Construction Facility Required Lenders shall (and if no such successor shall have been appointed within thirty (30) days of such Collateral Agent's resignation or removal, such Collateral Agent may) appoint a successor agent for the Required Lenders Secured Parties, which successor agent shall, unless an Event of Default has occurred and is continuing, be acceptable to the Borrower, acting reasonably or, in the case of the Offshore Collateral Agent, petition a court of competent jurisdiction for a replacement agent for the Secured Parties. (b) Without limiting anything set forth in Section 8.06(a), if at any time the Collateral Agents and the Offshore Depositary Bank cease to be Affiliates of each other, the Intercreditor Agent shall have the right to remove the Onshore Collateral Agent and/or the Offshore Collateral Agent upon thirty (30) days' prior written notice to the Borrower, the Offshore Collateral Agent and the Onshore Collateral Agent, with any such removals to become effective only upon the appointment of a successor Offshore Collateral Agent and/or a successor Onshore Collateral Agent. Upon any removal of any Collateral Agent under this Section 8.06(b), the Intercreditor Agent may appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by agent for the Required Lenders, and shall have accepted such appointment, within 30 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 Lender Secured Parties, appoint a which successor Collateral Agentagent shall, which shall unless an Event of Default has occurred and is continuing, be a commercial bank organized under acceptable to the laws of Borrower, acting reasonably. (c) Upon the United States or appointment of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the liens granted or purported to be granted by the Security Documentsagent under this Section 8.06, such successor Collateral Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring "Offshore Collateral Agent" or "Onshore Collateral Agent", as applicable, and the term "Offshore Collateral Agent" or "Onshore Collateral Agent" shall mean such successor agent effective upon its appointment, and the rights, powers and duties of the former Offshore Collateral Agent or Onshore Collateral Agent, and as applicable, shall be terminated, without any other or further act or deed on the retiring part of such former Collateral Agent (except that the applicable Collateral Agent that is resigning or being removed shall be discharged from deliver all Collateral then in its duties and obligations under possession to the Loan Documentssuccessor Offshore Collateral Agent or Onshore Collateral Agent, as applicable) or any of the other Secured Parties. After any retiring Collateral Agent's resignation or removal hereunder as Offshore Collateral Agent or Onshore Collateral Agent, as applicable, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Offshore Collateral Agent under this Agreementor Onshore Collateral Agent, as applicable.

Successor Collateral Agents. The Collateral Agent may resign at any time by giving written give notice thereof of its resignation to the Lenders and the Borrower and may be removed at any time with cause by the Required LendersCo-Borrowers. Upon receipt of any such resignation or removalnotice of its resignation, the Required Lenders shall have the right right, subject to the consent of Parent (such consent not to be unreasonably withheld or delayed) to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, appointment within 30 days after the retiring Collateral Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, may on behalf of the Lender PartiesLenders, appoint a successor Collateral Agent, which shall be a commercial bank organized under subject to the laws consent of the United States or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent and upon the execution and filing or recording of Parent (such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the liens granted or purported consent not to be granted by the Security Documentsunreasonably withheld or delayed). Effective immediately upon its resignation, such successor Collateral Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Collateral Agent, and (i) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After Documents (other than remaining named as a “secured party” or similar capacity on any financing statements on behalf of all the Lenders or on any agreements entered into for the purpose of perfection, in each case, until such time as a successor agent is appointed), (ii) 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, (iii) the retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, Agent and its Affiliates shall no longer have the provisions benefit of this Article IX shall inure to its benefit as any provision of any Loan Document other than with respect to any actions taken or omitted to be taken by it while it was such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under this Agreementthe Loan Documents and (iv) the 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 Loan Documents. Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Collateral Agent under the Loan Documents.

Successor Collateral Agents. The Each Person acting in such capacity may resign as a First Lien Collateral Agent or Second Lien Collateral Agent, as the case may resign at any time by giving written be, upon 30 days’ notice thereof to the Lenders each other Secured Party party hereto and the Borrower and may be removed at any time with cause by Borrower. If the Required Lenders. Upon any such resignation or removalFirst Lien Collateral Agent resigns, the Required Lenders First Lien Collateral Agent shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by collateral agent at the direction of the Required LendersFirst Lien Secured Parties in consultation with the Borrower, and shall have accepted such appointment, within 30 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 Lender Parties, appoint a successor Collateral Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the liens granted or purported to be granted by the Security Documents, whereupon such successor Collateral Agent collateral agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring First Lien Collateral Agent, and the retiring term “First Lien Collateral Agent” shall mean such successor collateral agent effective upon such appointment, and the resigning Collateral Agent’s rights, powers and duties as First Lien Collateral Agent shall be discharged from its terminated, without any other or further act or deed on the part of the resigning Collateral Agent or any of the parties to this Agreement or any Secured Party. If the Second Lien Collateral Agent resigns, the Second Lien Collateral Agent shall appoint a successor agent at the direction of the Required Second Lien Secured Parties in consultation with the Borrower, whereupon such successor agent shall succeed to the rights, powers and duties of the Second Lien Collateral Agent, and obligations under the Loan Documentsterm “Second Lien Collateral Agent” shall mean such successor collateral agent effective upon such appointment and approval and the resigning Collateral Agent’s rights, powers and duties as Second Lien Collateral Agent shall be terminated without any other or further act or deed on the part of the resigning Collateral Agent or any of the parties to this Agreement or any Secured Party. If no successor collateral agent has accepted appointment as First Lien Collateral Agent or Second Lien Collateral Agent, as applicable, by the date that is 30 days following the resigning Collateral Agent’s notice of resignation, such resignation shall nevertheless thereupon become effective and (a) in the case of the resignation of the First Lien Collateral Agent, the First Lien Secured Parties shall assume and perform all of the duties of the First Lien Collateral Agent hereunder until such time, if any, as the Required First Lien Secured Parties appoint a successor collateral agent as contemplated above and (b) in the case of the resignation of the Second Lien Collateral Agent, the Second Lien Secured Parties shall assume and perform all of the duties of the Second Lien Collateral Agent hereunder until such time, if any, as the Required Second Lien Secured Parties appoint a successor collateral agent as contemplated above. After any retiring Collateral Agent's Person’s resignation or removal hereunder as a Collateral Agent, the provisions of this Article IX Section 7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Collateral Agent under this AgreementAgreement and the other Financing Documents.

Successor Collateral Agents. The Each Collateral Agent may resign at any time by giving written as Collateral Agent upon 10 days’ notice thereof to the Lenders and the Borrower and may be removed at any time with cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Collateral AgentGrantor. If no successor either Collateral Agent shall have been so appointed by resign as a Collateral Agent under this Agreement and the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Collateral Agentother Loan Documents, then the Lenders that appointed such retiring Collateral Agent may, on behalf of the Lender Parties, shall appoint a successor Collateral Agent, which successor agent shall be a commercial bank organized (unless an Event of Default under the laws Section 7(a) or Section 7(f) of the United States or of any State thereof Credit Agreement with respect to the Borrower shall have occurred and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order continuing) be subject to continue the perfection of the liens granted or purported to be granted approval by the Security DocumentsBorrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Collateral Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring such Collateral Agent, and the term “Collateral Agents” shall mean the non-retiring Collateral Agent and such successor agent effective upon such appointment and approval, and such former Collateral Agent’s rights, powers and duties as a Collateral Agent shall be discharged from its 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 other Loan Document, or any holders of the Loans. If no successor agent has accepted appointment as a 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 Lenders that appointed such Collateral Agent shall assume and perform all of the duties and obligations under of such former Collateral Agent hereunder until such time, if any, as the Loan DocumentsLenders that appointed such former Collateral Agent shall appoint a successor agent as provided for above. After any retiring Collateral Agent's ’s resignation or removal hereunder as Collateral Agent, the provisions of this Article IX Section 7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Collateral Agent under this AgreementAgreement and the other Loan Documents.

Successor Collateral Agents. The Collateral Agent may resign at any time by giving written may, upon --------------------------- thirty (30) days' notice thereof to the Lenders and the Borrower and may be removed at any time with cause by each of the Required Lenders. Upon any such resignation or removalSecured Creditors, and the Required Lenders shall have Collateral Agent shall, upon the right to appoint a successor direction of all of the Secured Creditors resign as Collateral Agent. If the Collateral Agent shall resign as Collateral Agent under the Facility Documents, then the Secured Creditors during such thirty (30) day period shall appoint a successor agent, which successor agent shall be approved 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 its appointment, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Credit Agreement. If for any reason no successor Collateral Agent shall have been so is appointed by the Required LendersSecured Creditors during such thirty (30) day period, and then effective upon the termination of such thirty (30) day period, the Secured Creditors shall have accepted such appointment, within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Required Lenders' removal perform all of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the Lender Parties, appoint a successor Collateral Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the liens granted or purported to be granted by the Security Documents, such successor Collateral Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Collateral Agent, Agent under the Facility Documents and the retiring Collateral Agent Borrower shall be discharged from its duties make all payments in respect of the Obligations directly to the applicable Secured Creditor and obligations under for all purposes shall deal directly with the Loan DocumentsSecured Creditors. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Article IX XIII shall inure to its benefit as to any actions ------------ taken or omitted to be taken by it while it was Collateral Agent under this Agreementthe Facility Documents.

Successor Collateral Agents. The (a) Each Collateral Agent may resign at any time by giving written as Offshore Collateral Agent or Onshore Collateral Agent, as applicable, upon thirty (30) days' notice thereof to the Lenders Intercreditor Agent and, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon Creditors, with any such resignation or removal to become effective only upon the appointment of a successor Offshore Collateral Agent or Onshore Collateral Agent, as applicable, under this Section 9.07(a). If the applicable Collateral Agent shall resign or be removed as Offshore Collateral Agent or Onshore Collateral Agent, as applicable, then the Required Creditors shall (and if no such successor shall have been appointed within thirty (30) days of such Collateral Agent's resignation or removal, such Collateral Agent may) appoint a successor agent for the Required Lenders Secured Parties, which successor agent shall, unless an Event of Default has occurred and is continuing, be acceptable to the Borrower, acting reasonably or, in the case of the Offshore Collateral Agent, petition a court of competent jurisdiction for a replacement agent for the Secured Parties. (b) Without limiting anything set forth in Section 9.07(a), if at any time the Collateral Agents and the Offshore Depositary Bank cease to be Affiliates of each other, the Intercreditor Agent shall have the right to remove the Onshore Collateral Agent and/or the Offshore Collateral Agent upon thirty (30) days' prior written notice to the Borrower, the Offshore Collateral Agent and the Onshore Collateral Agent, with any such removals to become effective only upon the appointment of a successor Offshore Collateral Agent and/or a successor Onshore Collateral Agent. Upon any removal of any Collateral Agent under this Section 9.07(b), the Intercreditor Agent may appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by agent for the Required Lenders, and shall have accepted such appointment, within 30 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 Lender Secured Parties, appoint a which successor Collateral Agentagent shall, which shall unless an Event of Default has occurred and is continuing, be a commercial bank organized under acceptable to the laws of Borrower, acting reasonably. (c) Upon the United States or appointment of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the liens granted or purported to be granted by the Security Documentsagent under this Section 9.07, such successor Collateral Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring "Offshore Collateral Agent" or "Onshore Collateral Agent", as applicable, and the term "Offshore Collateral Agent" or "Onshore Collateral Agent" shall mean such successor agent effective upon its appointment, and the rights, powers and duties of the former Offshore Collateral Agent or Onshore Collateral Agent, and as applicable, shall be terminated, without any other or further act or deed on the retiring part of such former Collateral Agent (except that the applicable Collateral Agent that is resigning or being removed shall be discharged from deliver all Collateral then in its duties and obligations under possession to the Loan Documentssuccessor Offshore Collateral Agent or Onshore Collateral Agent, as applicable) or any of the other Secured Parties. After any retiring Collateral Agent's resignation or removal hereunder as Offshore Collateral Agent or Onshore Collateral Agent, as applicable, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Offshore Collateral Agent under this Agreementor Onshore Collateral Agent, as applicable.