Common use of Successor Deal Agent or Collateral Agent Clause in Contracts

Successor Deal Agent or Collateral Agent. (a) The Deal Agent may, upon five (5) days’ notice to the Borrower and the Secured Parties, and the Deal Agent will, upon the direction of all of the Secured Parties and five (5) days’ notice to the Borrower, resign as Deal Agent. If the Deal Agent shall resign, then the Secured Parties, during such five (5) day period shall appoint a successor agent. If for any reason no successor Deal Agent is appointed by the Secured Parties during such five (5) day period, then effective upon the expiration of such five (5) day period, the Secured Parties shall perform all of the duties of the Deal Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article X and this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement. (b) The Collateral Agent may, upon five (5) days’ notice to the Borrower and the Secured Parties, and the Collateral Agent will, upon the direction of all of the Secured Parties and five (5) days’ notice to the Borrower, resign as Collateral Agent. If the Collateral Agent shall resign, then the Secured Parties, during such five (5) day period shall appoint a successor agent. If for any reason no successor Collateral Agent is appointed by the Secured Parties during such five (5) day period, then effective upon the expiration of such five (5) day period, the Secured Parties shall perform all of the duties of the Collateral Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Article X and this Article XI 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 Deal Agent or Collateral Agent. (a) The Deal Agent may, upon five (5) 5 days’ notice to the Borrower and the Secured Parties, and the Deal Agent will, upon the direction of all of the Secured Parties and five (5) days’ notice to the Borrower, resign as Deal Agent. If the Deal Agent shall resign, then the Secured Parties, Lender during such five (5) -day period shall may appoint a successor agent. If for any reason no successor Deal Agent is appointed by the Secured Parties Lender during such five (5) -day period, then effective upon the expiration of such five (5) -day period, the Secured Parties other than the Lender shall perform all of the duties of the Deal Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article X XI and this Article XI XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement. (b) The Collateral Agent may, upon five (5) 5 days’ notice to the Borrower and the Secured Parties, and the Collateral Agent will, upon the direction of all of the Secured Parties and five (5) days’ notice to the Borrower, resign as Collateral Agent. If the Collateral Agent shall resign, then the Secured Parties, during such five (5) -day period shall appoint a successor agent. If for any reason no successor Collateral Agent is appointed by the Secured Parties during such five (5) -day period, then effective upon the expiration of such five (5) -day period, the Secured Parties shall perform all of the duties of the Collateral Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Article X XI and this Article XI 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 Agreement.

Successor Deal Agent or Collateral Agent. (a) The Deal Agent may, upon five (5) 5 days’ notice to the Borrower and the other Secured Parties, and the Deal Agent will, upon the direction of all of the Secured Parties Required Lenders and five (5) 5 days’ notice to the Borrower, resign as Deal Agent. If the Deal Agent shall resign, then the Secured PartiesRequired Lenders, during such five (5) day 5‑day period shall appoint a successor agent. If for any reason no successor Deal Agent is appointed by the Secured Parties Required Lenders during such five (5) day 5‑day period, then effective upon the expiration of such five (5) day 5‑day period, the Secured Parties shall perform all of the duties of the Deal Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article X and this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement. (b) The Collateral Agent may, upon five (5) 5 days’ notice to the Borrower and the other Secured Parties, and the Collateral Agent will, upon the direction of all of the Secured Parties Required Lenders and five (5) 5 days’ notice to the Borrower, resign as Collateral Agent. If the Collateral Agent shall resign, then the Secured PartiesRequired Lenders, during such five (5) day 5‑day period shall appoint a successor agent. If for any reason no successor Collateral Agent is appointed by the Secured Parties Required Lenders during such five (5) day 5‑day period, then effective upon the expiration of such five (5) day 5‑day period, the Secured Parties shall perform all of the duties of the Collateral Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Article X and this Article XI 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. (c) In connection with any resignation or removal of any Collateral Agent pursuant to clause (b) above, the predecessor Collateral Agent shall deliver to its successor all books, records, accounts, documents, statements, Collateral and monies held by it under this Agreement. The predecessor Collateral Agent shall, at the expense of the Borrower, execute and deliver such instruments and do such other things as may be reasonably requested by the Deal Agent or the successor Collateral Agent to fully and certainly vest and confirm in such successor all of the predecessor Collateral Agent’s rights, powers, duties and obligations hereunder and transfer to the successor Collateral Agent all rights and interest of the predecessor Collateral Agent in the Collateral. The predecessor Collateral Agent shall, at the expense of the Borrower, cooperate with its successor to ensure that the successor has all books, records, accounts, documents, statements and monies held by it under this Agreement and any other relevant information relating to the Collateral.

Successor Deal Agent or Collateral Agent. (a) The Deal Agent may, upon five (5) 5 days’ notice to the Borrower and the Secured Parties, and the Deal Agent will, upon the direction of all of the Secured Parties and five (5) days’ notice to the Borrower, Required Lenders resign as Deal Agent. If the Deal Agent shall resign, then the Secured Parties, Required Lenders during such five (5) -day period shall appoint a successor agent. If for any reason no successor Deal Agent is appointed by the Secured Parties Required Lenders during such five (5) -day period, then effective upon the expiration of such five (5) -day period, the Secured Parties shall perform all of the duties of the Deal Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article X XI and this Article XI XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement. (b) The Collateral Agent may, upon five (5) 5 days’ notice to the Borrower and the Secured Parties, and the Collateral Agent will, upon the direction of all of the Secured Parties and five (5) days’ notice to the Borrower, resign as Collateral Agent. If the Collateral Agent shall resign, then the Secured Parties, during such five (5) -day period shall appoint a successor agent. If for any reason no successor Collateral Agent is appointed by the Secured Parties during such five (5) -day period, then effective upon the expiration of such five (5) -day period, the Secured Parties shall perform all of the duties of the Collateral Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Article X XI and this Article XI 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 Agreement.

Successor Deal Agent or Collateral Agent. (a) The Deal Agent may, upon five (5) 5 days’ notice to the Borrower and the other Secured Parties, and the Deal Agent will, upon the direction of all of the Secured Parties Required Lenders and five (5) 5 days’ notice to the Borrower, resign as Deal Agent. If the Deal Agent shall resign, then the Secured PartiesRequired Lenders, during such five (5) -day period shall appoint a successor agent. If for any reason no successor Deal Agent is appointed by the Secured Parties Required Lenders during such five (5) -day period, then effective upon the expiration of such five (5) -day period, the Secured Parties shall perform all of the duties of the Deal Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article X and this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement. (b) The Collateral Agent may, upon five (5) 5 days’ notice to the Borrower and the other Secured Parties, and the Collateral Agent will, upon the direction of all of the Secured Parties Required Lenders and five (5) 5 days’ notice to the Borrower, resign as Collateral Agent. If the Collateral Agent shall resign, then the Secured PartiesRequired Lenders, during such five (5) -day period shall appoint a successor agent. If for any reason no successor Collateral Agent is appointed by the Secured Parties Required Lenders during such five (5) -day period, then effective upon the expiration of such five (5) -day period, the Secured Parties shall perform all of the duties of the Collateral Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Article X and this Article XI 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. (c) In connection with any resignation or removal of any Collateral Agent pursuant to clause (b) above, the predecessor Collateral Agent shall deliver to its successor all books, records, accounts, documents, statements, Collateral and monies held by it under this Agreement. The predecessor Collateral Agent shall, at the expense of the Borrower, execute and deliver such instruments and do such other things as may be reasonably requested by the Deal Agent or the successor Collateral Agent to fully and certainly vest and confirm in such successor all of the predecessor Collateral Agent’s rights, powers, duties and obligations hereunder and transfer to the successor Collateral Agent all rights and interest of the predecessor Collateral Agent in the Collateral. The predecessor Collateral Agent shall, at the expense of the Borrower, cooperate with its successor to ensure that the successor has all books, records, accounts, documents, statements and monies held by it under this Agreement and any other relevant information relating to the Collateral.

Successor Deal Agent or Collateral Agent. (a) The Deal Agent may, upon five (5) 5 days’ notice to the Borrower and the Secured Parties, with the consent of the Required Xxxxxxx, and the Deal Agent will, upon the direction of all of the Secured Parties and five (5) Required Lenders upon at least 30 days’ notice to the Borrowerprior notice, resign as Deal Agent. If the Deal Agent shall resign, then the Secured Parties, Required Lenders during such five (5) -day period or 30-day period, as applicable, shall appoint a successor agent. If for any reason no successor Deal Agent is appointed by the Secured Parties Required Lenders during such five (5) -day or 30-day period, as applicable, then effective upon the expiration of such five (5) -day or 30-day period, the Secured Parties shall perform all of the duties of as applicable, the Deal Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly continue to the applicable Secured Party and for all purposes shall deal directly with each Secured Partyserve as Deal Agent until a successor agent can be appointed. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article X XI and this Article XI XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement. (b) . The Collateral Agent may, upon five (5) 5 days’ written notice to the Borrower and the Secured Parties, and the Collateral Agent will, upon the written direction of all of the Secured Parties and five (5) upon at least 30 days’ notice to the Borrowerprior notice, resign as Collateral Agent. If the Collateral Agent shall resign, then the Secured Parties, during such five (5) -day period or 30-day period, as applicable, shall appoint a successor agent. If for any reason no successor Collateral Agent is appointed by the Secured Parties during such five (5) day period, then effective upon the expiration of such five (5) day period, the Collateral Agent’s resignation shall be effective, and the Secured Parties shall perform all of the duties of the Collateral Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids incurred after such date or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Article X XI and this Article XI 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 Agreement. If the Collateral Agent consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Collateral Agent.

Successor Deal Agent or Collateral Agent. (a) The Deal Agent may, upon five (5) 5 days’ notice to the Borrower and the other Secured Parties, and the Deal Agent will, upon the direction of all of the Secured Parties Required Lenders and five (5) 5 days’ notice to the Borrower, resign as Deal Agent. If the Deal Agent shall resign, then the Secured PartiesRequired Xxxxxxx, during such five (5) -day period shall appoint a successor agent. If for any reason no successor Deal Agent is appointed by the Secured Parties Required Xxxxxxx during such five (5) -day period, then effective upon the expiration of such five (5) -day period, the Secured Parties shall perform all of the duties of the Deal Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article X and this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement. (b) The Collateral Agent may, upon five (5) 5 days’ notice to the Borrower and the other Secured Parties, and the Collateral Agent will, upon the direction of all of the Secured Parties Required Lenders and five (5) 5 days’ notice to the Borrower, resign as Collateral Agent. If the Collateral Agent shall resign, then the Secured PartiesRequired Xxxxxxx, during such five (5) -day period shall appoint a successor agent. If for any reason no successor Collateral Agent is appointed by the Secured Parties Required Lenders during such five (5) -day period, then effective upon the expiration of such five (5) -day period, the Secured Parties shall perform all of the duties of the Collateral Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Article X and this Article XI 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. (c) In connection with any resignation or removal of any Collateral Agent pursuant to clause (b) above, the predecessor Collateral Agent shall deliver to its successor all books, records, accounts, documents, statements, Collateral and monies held by it under this Agreement. The predecessor Collateral Agent shall, at the expense of the Borrower, execute and deliver such instruments and do such other things as may be reasonably requested by the Deal Agent or the successor Collateral Agent to fully and certainly vest and confirm in such successor all of the predecessor Collateral Agent’s rights, powers, duties and obligations hereunder and transfer to the successor Collateral Agent all rights and interest of the predecessor Collateral Agent in the Collateral. The predecessor Collateral Agent shall, at the expense of the Borrower, cooperate with its successor to ensure that the successor has all books, records, accounts, documents, statements and monies held by it under this Agreement and any other relevant information relating to the Collateral.

Successor Deal Agent or Collateral Agent. (a) The Deal Agent may, upon five (5) 5 days’ notice to the Borrower and the Secured Parties, and the Deal Agent will, upon the direction of all of the Secured Parties and five (5) days’ notice to the Borrower, Required Lenders resign as Deal Agent. If the Deal Agent shall resign, then the Secured Parties, Required Lenders during such five (5) -day period shall appoint a successor agent. If for any reason no successor Deal Agent is appointed by the Secured Parties Required Lenders during such five (5) -day period, then effective upon the expiration of such five (5) -day period, the Secured Parties shall perform all of the duties of the Deal Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article X XI and this Article XI XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement. (b) [Reserved.] (c) The Collateral Agent may, upon five (5) 5 days’ written notice to the Borrower and the Secured Parties, and the Collateral Agent will, upon the written direction of all of the Secured Parties and five (5) upon at least 30 days’ notice to the Borrowerprior notice, resign as Collateral Agent. If the Collateral Agent shall resign, then the Secured Parties, during such five (5) -day period or 30-day period, as applicable, shall appoint a successor agent. If for any reason no successor Collateral Agent is appointed by the Secured Parties during such five (5) day period, then effective upon the expiration of such five (5) day period, the Collateral Agent’s resignation shall be effective, and the Secured Parties shall perform all of the duties of the Collateral Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids incurred after such date or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Article X XI and this Article XI 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 Agreement. If the Collateral Agent consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Collateral Agent.

Successor Deal Agent or Collateral Agent. (a) The Deal Agent may, upon five (5) days’ notice to the Borrower and the Secured Parties, and the Deal Agent will, upon the direction of all of the Secured Parties and five (5) days’ notice to the Borrower, Required Lenders resign as Deal Agent. If the Deal Agent shall resign, then the Secured Parties, Required Lenders during such five (5) day 5)-day period shall appoint a successor agent. If for any reason no successor Deal Agent is appointed by the Secured Parties Required Lenders during such five (5) day 5)-day period, then effective upon the expiration of such five (5) day 5)-day period, the Secured Parties shall perform all of the duties of the Deal Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article X XI and this Article XI XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement. (b) The Collateral Agent may, upon five (5) days’ notice to the Borrower and the Secured Parties, and the Collateral Agent will, upon the direction of all of the Secured Parties and five (5) days’ notice to the Borrower, resign as Collateral Agent. If the Collateral Agent shall resign, then the Secured Parties, during such five (5) day 5)-day period shall appoint a successor agent. If for any reason no successor Collateral Agent is appointed by the Secured Parties during such five (5) day 5)-day period, then effective upon the expiration of such five (5) day 5)-day period, the Secured Parties shall perform all of the duties of the Collateral Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Article X XI and this Article XI 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 Agreement.

Successor Deal Agent or Collateral Agent. (a) The Deal Agent may, upon five (5) 5 days’ ' written notice to the Borrower and the Secured Parties, and the Deal Agent will, upon the written direction of all of the Secured Parties and five (5) days’ notice to the Borrower, Required Lenders resign as Deal Agent. If the Deal Agent shall resign, then the Secured Parties, Required Lenders during such five (5) -day period shall appoint a successor agent. If for any reason no successor Deal Agent is appointed by the Secured Parties Required Lenders during such five (5) -day period, then effective upon the expiration of such five (5) -day period, the Secured Parties shall perform all of the duties of the Deal Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Deal Agent’s 's resignation hereunder as Deal Agent, the provisions of Article X XI and this Article XI XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement. (b) [Reserved]. (c) The Collateral Agent may, upon five (5) 5 days’ ' written notice to the Borrower and the Secured Parties, and the Collateral Agent will, upon the written direction of all of the Secured Parties and five (5) upon at least 30 days’ notice to the Borrower' prior notice, resign as Collateral Agent. If the Collateral Agent shall resign, then the Secured Parties, during such five (5) -day period or 30-day period, as applicable, shall appoint a successor agent. If for any reason no successor Collateral Agent is appointed by the Secured Parties during such five (5) day period, then effective upon the expiration of such five (5) day period, the Collateral Agent's resignation shall be effective, and the Secured Parties shall perform all of the duties of the Collateral Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids incurred after such date or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of Article X XI and this Article XI 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 Agreement. If the Collateral Agent consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Collateral Agent.

Successor Deal Agent or Collateral Agent. (a) The Deal Agent may, upon five (5) days’ notice to the Borrower and the Secured Parties, and the Deal Agent will, upon the direction of all of the Secured Parties and five (5) days’ notice to the Borrower, Required Xxxxxxx resign as Deal Agent. If the Deal Agent shall resign, then the Secured Parties, Required Lenders during such five (5) day 5)-day period shall appoint a successor agent. If for any reason no successor Deal Agent is appointed by the Secured Parties Required Lenders during such five (5) day 5)-day period, then effective upon the expiration of such five (5) day 5)-day period, the Secured Parties shall perform all of the duties of the Deal Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article X XI and this Article XI XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement. (b) The Collateral Agent may, upon five (5) days’ notice to the Borrower and the Secured Parties, and the Collateral Agent will, upon the direction of all of the Secured Parties and five (5) days’ notice to the Borrower, resign as Collateral Agent. If the Collateral Agent shall resign, then the Secured Parties, during such five (5) day 5)-day period shall appoint a successor agent. If for any reason no successor Collateral Agent is appointed by the Secured Parties during such five (5) day 5)-day period, then effective upon the expiration of such five (5) day 5)-day period, the Secured Parties shall perform all of the duties of the Collateral Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Article X XI and this Article XI 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 Agreement.. 108

Successor Deal Agent or Collateral Agent. (a) The Deal Agent may, upon five (5) 5 days’ notice to the Borrower and the Secured Parties, and the Deal Agent will, upon the direction of all of the Secured Parties and five (5) days’ notice to the Borrower, resign as Deal Agent. If the Deal Agent shall resign, then the Secured Parties, during such five (5) -day period shall appoint a successor agent. If for any reason no successor Deal Agent is appointed by the Secured Parties during such five (5) -day period, then effective upon the expiration of such five (5) -day period, the Secured Parties shall perform all of the duties of the Deal Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article X and this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement. (b) The Collateral Agent may, upon five (5) 5 days’ notice to the Borrower and the Secured Parties, and the Collateral Agent will, upon the direction of all of the Secured Parties and five (5) days’ notice to the Borrower, resign as Collateral Agent. If the Collateral Agent shall resign, then the Secured Parties, during such five (5) -day period shall appoint a successor agent. If for any reason no successor Collateral Agent is appointed by the Secured Parties during such five (5) -day period, then effective upon the expiration of such five (5) -day period, the Secured Parties shall perform all of the duties of the Collateral Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Article X and this Article XI 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 Deal Agent or Collateral Agent. (a) The Deal Agent may, upon five (5) 5 days’ notice to the Borrower and the Secured Parties, and the Deal Agent will, upon the direction of all of the Secured Parties and five (5) days’ notice to the Borrower, Required Lenders resign as Deal Agent. If the Deal Agent shall resign, then the Secured Parties, Required Lenders during such five (5) -day period shall appoint a successor agent. If for any reason no successor Deal Agent is appointed by the Secured Parties Required Lenders during such five (5) -day period, then effective upon the expiration of such five (5) -day period, the Secured Parties shall perform all of the duties of the Deal Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article X XI and this Article XI XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement. (b) [Reserved.] (c) The Collateral Agent may, upon five (5) 5 days’ written notice to the Borrower and the Secured Parties, and the Collateral Agent will, upon the written direction of all of the Secured Parties and five (5) upon at least 30 days’ notice to the Borrowerprior notice, resign as Collateral Agent. If the Collateral Agent shall resign, then the Secured Parties, during such five (5) -day period or 30-day period, as applicable, shall appoint a successor agent. If for any reason no successor Collateral Agent is appointed by the Secured Parties during such five (5) day period, then effective upon the expiration of such five (5) day period, the Collateral Agent’s resignation shall be effective, and the Secured Parties shall perform all of the duties of the Collateral Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids incurred after such date or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Article X XI and this Article XI 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 Agreement. If the Collateral Agent consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Collateral Agent. The Collateral Agent shall provide the Borrower and the Deal Agent with prior written notice of any such transaction.

Successor Deal Agent or Collateral Agent. (a) The Deal Agent may, upon five (5) days’ notice to the Borrower and the Secured Parties, and the Deal Agent will, upon the direction of all of the Secured Parties and five (5) days’ notice to the Borrower, Required Xxxxxxx resign as Deal Agent. If the Deal Agent shall resign, then the Secured Parties, Required Lenders during such five (5) day 5)-day period shall appoint a successor agent. If for any reason no successor Deal Agent is appointed by the Secured Parties Required Lenders during such five (5) day 5)-day period, then effective upon the expiration of such five (5) day 5)-day period, the Secured Parties shall perform all of the duties of the Deal Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article X XI and this Article XI XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement. (b) The Collateral Agent may, upon five (5) days’ notice to the Borrower and the Secured Parties, and the Collateral Agent will, upon the direction of all of the Secured Parties and five (5) days’ notice to the Borrower, resign as Collateral Agent. If the Collateral Agent shall resign, then the Secured Parties, during such five (5) day 5)-day period shall appoint a successor agent. If for any reason no successor Collateral Agent is appointed by the Secured Parties during such five (5) day 5)-day period, then effective upon the expiration of such five (5) day 5)-day period, the Secured Parties shall perform all of the duties of the Collateral Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Article X XI and this Article XI 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 Agreement.

Successor Deal Agent or Collateral Agent. (a) The Deal Agent may, upon five (5) 5 days’ ' written notice to the Borrower and the Secured Parties, and the Deal Agent will, upon the written direction of all of the Secured Parties and five (5) days’ notice to the Borrower, Required Xxxxxxx resign as Deal Agent. If the Deal Agent shall resign, then the Secured Parties, Required Lenders during such five (5) -day period shall appoint a successor agent. If for any reason no successor Deal Agent is appointed by the Secured Parties Required Lenders during such five (5) -day period, then effective upon the expiration of such five (5) -day period, the Secured Parties shall perform all of the duties of the Deal Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Deal Agent’s 's resignation hereunder as Deal Agent, the provisions of Article X XI and this Article XI XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement. (b) [Reserved]. (c) The Collateral Agent may, upon five (5) 5 days’ ' written notice to the Borrower and the Secured Parties, and the Collateral Agent will, upon the written direction of all of the Secured Parties and five (5) upon at least 30 days’ notice to the Borrower' prior notice, resign as Collateral Agent. If the Collateral Agent shall resign, then the Secured Parties, during such five (5) -day period or 30-day period, as applicable, shall appoint a successor agent. If for any reason no successor Collateral Agent is appointed by the Secured Parties during such five (5) day period, then effective upon the expiration of such five (5) day period, the Collateral Agent's resignation shall be effective, and the Secured Parties shall perform all of the duties of the Collateral Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids incurred after such date or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of Article X XI and this Article XI 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 Agreement. If the Collateral Agent consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Collateral Agent.

Successor Deal Agent or Collateral Agent. (a) The Deal Agent may, upon five (5) 5 days’ notice to the Borrower and the other Secured Parties, and the Deal Agent will, upon the direction of all of the Secured Parties Required Lenders and five (5) 5 days’ notice to the Borrower, resign as Deal Agent. If the Deal Agent shall resign, then the Secured PartiesRequired Xxxxxxx, during such five (5) -day period shall appoint a successor agent. If for any reason no successor Deal Agent is appointed by the Secured Parties Required Lenders during such five (5) -day period, then effective upon the expiration of such five (5) -day period, the Secured Parties shall perform all of the duties of the Deal Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article X and this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement. (b) The Collateral Agent may, upon five (5) 5 days’ notice to the Borrower and the other Secured Parties, and the Collateral Agent will, upon the direction of all of the Secured Parties Required Lenders and five (5) 5 days’ notice to the Borrower, resign as Collateral Agent. If the Collateral Agent shall resign, then the Secured PartiesRequired Xxxxxxx, during such five (5) -day period shall appoint a successor agent. If for any reason no successor Collateral Agent is appointed by the Secured Parties Required Lenders during such five (5) -day period, then effective upon the expiration of such five (5) -day period, the Secured Parties shall perform all of the duties of the Collateral Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Article X and this Article XI 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. (c) In connection with any resignation or removal of any Collateral Agent pursuant to clause (b) above, the predecessor Collateral Agent shall deliver to its successor all books, records, accounts, documents, statements, Collateral and monies held by it under this Agreement. The predecessor Collateral Agent shall, at the expense of the Borrower, execute and deliver such instruments and do such other things as may be reasonably requested by the Deal Agent or the successor Collateral Agent to fully and certainly vest and confirm in such successor all of the predecessor Collateral Agent’s rights, powers, duties and obligations hereunder and transfer to the successor Collateral Agent all rights and interest of the predecessor Collateral Agent in the Collateral. The predecessor Collateral Agent shall, at the expense of the Borrower, cooperate with its successor to ensure that the successor has all books, records, accounts, documents, statements and monies held by it under this Agreement and any other relevant information relating to the Collateral.

Successor Deal Agent or Collateral Agent. (a) The Deal Agent may, upon five (5) 5 days’ written notice to the Borrower and the Secured Parties, and the Deal Agent will, upon the written direction of all of the Secured Parties and five (5) days’ notice to the Borrower, Required Xxxxxxx resign as Deal Agent. If the Deal Agent shall resign, then the Secured Parties, Required Lenders during such five (5) five-day period shall appoint a successor agent. If for any reason no successor Deal Agent is appointed by the Secured Parties Required Lenders during such five (5) five-day period, then effective upon the expiration of such five (5) five-day period, the Secured Parties shall perform all of the duties of the Deal Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article X XI and this Article XI XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement. (b) [Reserved]. (c) The Collateral Agent may, upon five (5) 5 days’ written notice to the Borrower and the Secured Parties, and the Collateral Agent will, upon the written direction of all of the Secured Parties and five (5) upon at least 30 days’ notice to the Borrowerprior notice, resign as Collateral Agent. If the Collateral Agent shall resign, then the Secured Parties, during such five (5) five-day period or 30-day period, as applicable, shall appoint a successor agent. If for any reason no successor Collateral Agent is appointed by the Secured Parties during such five (5) day period, then effective upon the expiration of such five (5) day period, the Collateral Agent’s resignation shall be effective, and the Secured Parties shall perform all of the duties of the Collateral Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids incurred after such date or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Article X XI and this Article XI 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 Agreement. If the Collateral Agent consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Collateral Agent.

Successor Deal Agent or Collateral Agent. (a) The Deal Agent may, upon five (5) 5 days’ notice to the Borrower and the Secured Parties, and the Deal Agent will, upon the direction of all of the Secured Parties and five (5) days’ notice to the Borrower, Required Lenders resign as Deal Agent. If the Deal Agent shall resign, then the Secured Parties, Required Lenders during such five (5) -day period shall appoint a successor agent. If for any reason no successor Deal Agent is appointed by the Secured Parties Required Lenders during such five (5) -day period, then effective upon the expiration of such five (5) -day period, the Secured Parties shall perform all of the duties of the Deal Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in 91 connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article X XI and this Article XI XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement. (b) [Reserved.] (c) The Collateral Agent may, upon five (5) 5 days’ written notice to the Borrower and the Secured Parties, and the Collateral Agent will, upon the written direction of all of the Secured Parties and five (5) upon at least 30 days’ notice to the Borrowerprior notice, resign as Collateral Agent. If the Collateral Agent shall resign, then the Secured Parties, during such five (5) -day period or 30-day period, as applicable, shall appoint a successor agent. If for any reason no successor Collateral Agent is appointed by the Secured Parties during such five (5) day period, then effective upon the expiration of such five (5) day period, the Collateral Agent’s resignation shall be effective, and the Secured Parties shall perform all of the duties of the Collateral Agent hereunder and the Borrower shall make all payments in respect of the Aggregate Unpaids incurred after such date or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Article X XI and this Article XI 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 Agreement. If the Collateral Agent consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Collateral Agent.