Common use of Resignation of Collateral Agent Clause in Contracts

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor (i) The Collateral Agent as provided below, the Collateral Agent (A) may resign at any time by giving upon notice thereof to the other Secured Parties Creditors, and (B) may be removed at any time upon the written request of the Required Creditors sent to the Collateral Agent and the Obligorsother Creditors. Upon For the purposes of any such resignationdetermination of Required Creditors under this Section 2(h)(i), the Pro Rata Share of any Insolvent Entity shall be disregarded. (ii) If the Collateral Agent shall resign or be removed, the Required Secured Parties Creditors shall have the right to select a replacement Collateral Agent by notice to the Collateral Agent and the other Creditors. (iii) Upon any replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all Collateral under the Collateral Documents, and all right, with the consent title and interest of the Borrower not Collateral Agent under all the Collateral Documents, to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing to appoint a successor the replacement Collateral Agent. If no successor , without recourse to the Collateral Agent or any Creditor and at the expense of the Company. (iv) No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been so appointed by the Required Secured Parties selected as provided in this Agreement and shall have accepted assumed in writing the obligations of the Collateral Agent under this Agreement and under the Collateral Documents. In the event that a replacement Collateral Agent shall not have been selected as provided in this Agreement or shall not have assumed such appointment obligations within 30 90 days after the retiring Collateral Agent’s giving of written notice of resignation or removal of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf may apply to a court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor replacement Collateral Agent, that . (v) Any replacement Collateral Agent shall be a financial institution that has an office in New Yorkbank, New York and has a combined capital and trust company, or insurance company having capital, surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent250,000,000.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of Securities, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent or Custodial Agent, as the case may be. If no successor Collateral Agent or Custodial Agent, as the case may be, shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's or Custodial Agent's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent mayor Custodial Agent, on behalf as the case may be, may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent or Custodial Agent, that as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00075,000,000. Upon the acceptance of any appointment as Collateral Agent or Custodial Agent, as the case may be, hereunder by a successor Collateral Agent or Custodial Agent, as the case may be, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent or Custodial Agent, as the case may be, and the retiring Collateral Agent or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent or Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent’s 's or Custodial Agent's resignation hereunder as Collateral Agent or Custodial Agent, the provisions of this Section 9 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or Custodial Agent. The fees payable by Any resignation or removal of the Borrower to a successor Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the same as those payable to its predecessor unless otherwise agreed between simultaneous resignation or removal of the Borrower Custodial Agent and such successor, and such payment to be made as and when invoiced by the successor Collateral AgentSecurities Intermediary.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of New Securities, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent or Custodial Agent, as the case may be. If no successor Collateral Agent or Custodial Agent, as the case may be, shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's or Custodial Agent's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent mayor Custodial Agent, on behalf as the case may be, may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent or Custodial Agent, that as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00075,000,000. Upon the acceptance of any appointment as Collateral Agent or Custodial Agent, as the case may be, hereunder by a successor Collateral Agent or Custodial Agent, as the case may be, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent or Custodial Agent, as the case may be, and the retiring Collateral Agent or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent or Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent’s 's or Custodial Agent's resignation hereunder as Collateral Agent or Custodial Agent, the provisions of this Section 9 Article VIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or Custodial Agent. The fees payable by Any resignation or removal of the Borrower to a successor Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the same as those payable to its predecessor unless otherwise agreed between simultaneous resignation or removal of the Borrower Custodial Agent and such successor, and such payment to be made as and when invoiced by the successor Collateral AgentSecurities Intermediary.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of Securities, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,000750,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to the other Secured Parties of its resignation as Collateral Agent under this Agreement and the ObligorsFirst Lien Security Documents to each Authorized Representative and the Issuer. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Issuer, to appoint a successor Collateral Agentsuccessor. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify each Authorized Representative and the Issuer that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the First Lien Security Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Secured Parties under any First Lien Security Document, the retiring Collateral Agent shall continue to hold such Collateral solely for purposes of maintaining the perfection of the security interests of the Secured Parties therein until such time as a financial institution that has an office in New Yorksuccessor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Secured Parties) and (b) all payments, New York communications and has determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a combined capital and surplus and undivided profits of at least $1,000,000,000successor Collateral Agent as provided above. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the First Lien Security Documents (if not already discharged therefrom as provided above). After any retiring Notwithstanding the resignation of the Collateral Agent’s resignation Agent hereunder as Collateral Agentand under the First Lien Security Documents, the provisions of this Section 9 Article and the equivalent provision of any Additional First Lien Document shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Secured Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable First Lien Security Documents, the Issuer agrees to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required (or if an Event of Default or Trigger Event has occurred and is continuing in consultation with the Borrower) to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution bank that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower shall pay to a any successor Collateral Agent shall be the same as those payable fees and charges necessary to its predecessor unless otherwise agreed between the Borrower and induce such successor, and such payment to be made as and when invoiced by the successor Collateral AgentAgent to accept its appointment hereunder.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to the other Secured Parties of its resignation as Collateral Agent under this Agreement and the ObligorsFirst Lien Security Documents to each Authorized Representative and the Company. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Company, to appoint a successor Collateral Agentsuccessor. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify each Authorized Representative and the Company that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the First Lien Security Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Secured Parties under any First Lien Security Document, the retiring Collateral Agent shall continue to hold such Collateral solely for purposes of maintaining the perfection of the security interests of the Secured Parties therein until such time as a financial institution that has an office in New Yorksuccessor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Secured Parties) and (b) all payments, New York communications and has determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a combined capital and surplus and undivided profits of at least $1,000,000,000successor Collateral Agent as provided above. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the First Lien Security Documents (if not already discharged therefrom as provided above). After any retiring Notwithstanding the resignation of the Collateral Agent’s resignation Agent hereunder as Collateral Agentand under the First Lien Security Documents, the provisions of this Section 9 Article and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Secured Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable First Lien Security Documents, the Company agrees to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject (a) The Collateral Agent may at any time give notice of its resignation to the appointment Purchasers and acceptance the Company, which notice shall set forth the effective date of such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Required Purchasers and the Company shall mutually agree upon a successor to the Collateral Agent. If the Required Purchasers and the Company are unable to so mutually agree and no successor shall have been appointed within twenty-five (25) days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may (but will not be obligated to), on behalf of the Purchasers, appoint a successor Collateral Agent it shall designate (in its reasonable discretion after consultation with the Company and the Required Purchasers). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Collateral Agent will be discharged from its duties and obligations hereunder and under the other Transaction Purchasers under any of the Transaction Documents, the retiring Collateral Agent will continue to hold such Collateral until such time as a successor Collateral Agent is appointed), and (ii) except for any indemnity payments owed to the retiring Collateral Agent, all payments, communications and determinations provided to be made by, to or through the Collateral Agent will instead be made by or to each Purchaser directly, until such time, if any, as the Required Purchasers appoint a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000for above. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Collateral Agent (other than any rights to indemnity payments owed to the retiring Collateral Agent), and the retiring Collateral Agent shall will be discharged from all of its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, or under the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agentother Transaction Documents. The fees payable by the Borrower Company to a successor Collateral Agent shall will be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Collateral Agent’s resignation hereunder and under the other Transaction Documents, the provisions of this Article VI will continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and such payment their respective Affiliates in respect of any actions taken or omitted to be made taken by any of them while the retiring Collateral Agent was acting as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents (including, if applicable, as Senior Collateral Agent under the Second Lien Intercreditor Agreement) to each Authorized Representative and the ObligorsParent Borrower. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Parent Borrower, 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 Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Parent Borrower and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other First Lien Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor and under the First Lien Security Documents (including, if applicable, acting as Senior Collateral AgentAgent under the Second Lien Intercreditor Agreement), such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable other First Lien Security Documents, the Parent Borrower agrees to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject (a) The Collateral Agent may at any time give notice of its resignation to the appointment Purchasers and acceptance the Companies, which notice shall set forth the effective date of such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth (30th) day following the date of such notice. The Required Purchasers and the Companies shall mutually agree upon a successor to the Collateral Agent. If the Required Purchasers and the Companies are unable to so mutually agree and no successor shall have been appointed within twenty-five (25) days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may (but will not be obligated to), on behalf of the Purchasers, appoint a successor Collateral Agent it shall designate (in its reasonable discretion after consultation with the Companies and the Required Purchasers). Whether or not a successor has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date (i) the retiring Collateral Agent will be discharged from its duties and obligations hereunder and under the other Transaction Purchasers under any of the Transaction Documents, the retiring Collateral Agent will continue to hold such Collateral until such time as a successor Collateral Agent is appointed) and (ii) except for any indemnity payments owed to the retiring Collateral Agent, all payments, communications and determinations provided to be made by, to or through the Collateral Agent will instead be made by or to each Purchaser directly, until such time, if any, as the Required Purchasers appoint a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000for above. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Collateral Agent (other than any rights to indemnity payments owed to the retiring Collateral Agent), and the retiring Collateral Agent shall will be discharged from all of its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, or under the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agentother Transaction Documents. The fees payable by the Borrower Company to a successor Collateral Agent shall will be the same as those payable to its predecessor unless otherwise agreed between the Borrower Companies and such successor. After the retiring Collateral Agent’s resignation hereunder and under the other Transaction Documents, the provisions of this Article VI will continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and such payment their respective Affiliates in respect of any actions taken or omitted to be made taken by any of them while the retiring Collateral Agent was acting as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the (a) The Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Trustee and the Obligors. Upon any Issuer, such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not resignation to be unreasonably withheld provided that no such consent shall be required if an Event effective upon the acceptance of Default has occurred and is continuing to appoint a successor agent to its appointment as Collateral Agent. If the Collateral Agent resigns under this Indenture, the Issuer shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date of the resignation of the Collateral Agent (as stated in the notice of resignation), the Issuer shall have been so appoint a successor collateral agent. If no successor collateral agent is appointed by pursuant to the Required Secured Parties and shall have accepted such appointment preceding sentence within 30 45 days after the retiring Collateral Agent’s giving intended effective date of written resignation (as stated in the notice of resignation resignation) the Collateral Agent shall, at the expense of the retiring Collateral AgentIssuer, then the retiring Collateral Agent may, on behalf be entitled to petition a court of the other Secured Parties, competent jurisdiction to appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000successor. Upon the acceptance of any its appointment as Collateral Agent hereunder by a successor Collateral Agentcollateral agent hereunder, such successor Collateral Agent collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Collateral Agent, and the term “Collateral Agent” shall mean such successor collateral agent, and the retiring Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be discharged from its duties and obligations hereunderterminated. After any the retiring Collateral Agent’s resignation hereunder as Collateral Agenthereunder, the provisions of this Section 9 Article XIII shall continue in effect for to inure to its benefit in respect and the retiring Collateral Agent shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agentunder this Indenture.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents (including, if applicable, as Senior Collateral Agent under the Second Lien Intercreditor Agreement) to each Authorized Representative and the ObligorsU.S. Borrower. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing U.S. Borrower, 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 Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the U.S. Borrower and each Authorized Representative that no qualifying person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other First Lien Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor and under the First Lien Security Documents (including, if applicable, acting as Senior Collateral AgentAgent under the Second Lien Intercreditor Agreement), such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective related parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable other First Lien Security Documents, Holdings and the U.S. Borrower agree to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents to each Authorized Representative and the ObligorsIntermediate Holdings. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the rightright (subject, with unless an Event of Default relating to a payment default or the commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Borrower Intermediate Holdings (not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing or delayed)), to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 10 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that, if the Collateral Agent shall notify Intermediate Holdings and each Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any other First Lien Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article, Sections 8.07 and 9.05 of the Credit Agreement and the equivalent provision of any Other First Lien Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower Collateral Agent hereunder and under the other First Lien Security Documents, Intermediate Holdings agrees to a use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made promptly as and when invoiced by the successor Collateral Agentpracticable.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the Obligors▇▇▇▇▇▇▇▇. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Default or Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties ▇▇▇▇▇▇▇ and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsBorrower. Upon receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agentsuccessor. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, may on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent; provided that if the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a financial institution that has an office successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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. After any retiring Collateral Agent’s resignation hereunder or under the other Loan Documents (if not already discharged therefrom as Collateral Agent, the provisions of provided above in this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral AgentSection). The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.4 shall continue in effect for the benefit of such payment retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be made taken by any of them while the retiring Collateral Agent was acting as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First-Priority Collateral Documents to each Authorized Representative and the ObligorsCompany. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the rightright (subject, with unless an Event of Default relating to a payment default or the commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Borrower Company (not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing or delayed)), to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 10 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First-Priority Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that, if the Collateral Agent shall notify the Company and each Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First-Priority Collateral Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First-Priority Secured Parties under any of the First-Priority Collateral Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First-Priority Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any Other First-Priority Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor and under the First-Priority Collateral AgentDocuments, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the other First-Priority Collateral Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article, Sections 8.07 and 9.05 of the Credit Agreement and the equivalent provision of any Other First-Priority Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower Collateral Agent hereunder and under the other First-Priority Collateral Documents, the Company agrees to a use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First-Priority Collateral Documents to the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made promptly as and when invoiced by the successor Collateral Agentpracticable.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Treasury Notes) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by Promptly following the Borrower to a successor removal or resignation of the Collateral Agent the Company shall be the same as those payable give written notice thereof to its predecessor unless otherwise agreed between the Borrower and such successorMoody's Investors Services, and such payment to be made as and when invoiced by the successor Collateral Agent.Inc.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the (a) The Collateral Agent may resign at any time by giving delivering thirty (30) days prior written notice thereof of such resignation to the other Secured Parties Holder and the ObligorsPledgor, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective in accordance with the terms of Section 13.3 hereof. Upon If the Collateral Agent delivers any such resignationnotice, the Required Secured Parties Holder shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no Each appointment under this clause (a) shall be subject to the prior consent of the Pledgor, which may not be unreasonably withheld but shall not be required during the continuance of an Event of Default. The Collateral Agent acknowledges and agrees that if it resigns as Collateral Agent hereunder it shall return to the Pledgor any portion of the fees prepaid by the Pledgor that are required to be returned to the Pledgor pursuant to the terms of the Fee and Indemnification Agreement. (b) Effective immediately upon its resignation, (i) the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement, (ii) the Holder shall assume and perform all of the duties of the Collateral Agent until a successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such a valid appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agenthereunder, then (iii) the retiring Collateral Agent may, on behalf shall no longer have the benefit of any provision of this Agreement (except any provisions which survive the termination of this Agreement and resignation or removal of the other Secured Parties, appoint a successor Collateral Agent) other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, that shall be a financial institution that has an office in New Yorkor because such Collateral Agent had been, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any appointment validly acting as Collateral Agent hereunder and (iv) the retiring Collateral Agent shall take such action as may be reasonably requested in writing by the Holder to assign to the successor Collateral Agent its rights as Collateral Agent hereunder. Effective immediately upon its acceptance of a successor valid appointment as Collateral Agent, such a successor Collateral Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of Securities, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent or Custodial Agent, as the case may be. If no successor Collateral Agent or Custodial Agent, as the case may be, shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's or Custodial Agent's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent mayor Custodial Agent, on behalf as the case may be, may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent or Custodial Agent, that as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00075,000,000. Upon the acceptance of any appointment as Collateral Agent or Custodial Agent, as the case may be, hereunder by a successor Collateral Agent or Custodial Agent, as the case may be, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent or Custodial Agent, as the case may be, and the retiring Collateral Agent or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent or Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent’s 's or Custodial Agent's resignation hereunder as Collateral Agent or Custodial Agent, the provisions of this Section 9 Article VIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or Custodial Agent. The fees payable by Any resignation or removal of the Borrower to a successor Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the same as those payable to its predecessor unless otherwise agreed between simultaneous resignation or removal of the Borrower Custodial Agent and such successor, and such payment to be made as and when invoiced by the successor Collateral AgentSecurities Intermediary.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsBorrower. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsBorrower. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Default or Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company, the Unit Agent and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder, (b) the Collateral Agent may be removed at any time by the Company (provided, that, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder shall have consented to such removal), and (c) if the ObligorsCollateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving notice of such failure by the Unit Agent and such failure shall be continuing, the Collateral Agent may be removed by the Unit Agent. The Unit Agent shall promptly notify the Company and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Securities) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 7 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the (a) The Collateral Agent may resign at any time by giving delivering not less than 15 days prior notice thereof of such resignation to the other Secured Parties Lessor and the ObligorsLessee, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date that is 30 days after such notice is given. Upon If the Collateral Agent delivers any such resignationnotice, the Required Secured Parties Lessor shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no Each appointment under this clause (a) shall be subject to the prior written consent of Lessee, which may not be unreasonably withheld but shall not be required during the continuance of a default or Event of Default. (b) Effective immediately upon its resignation and the assignment of Liens in favor of the successor Collateral Agent or otherwise for the benefit of the Lessor, (i) the retiring Collateral Agent shall be discharged from its duties and obligations under the CHG Lease Facility Documents, (ii) Lessor shall assume and perform all of the rights and duties of the Collateral Agent until a successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such a valid appointment within 30 days after hereunder, (iii) the retiring Collateral Agent’s giving Agent and its Related Persons shall no longer have the benefit of written notice any provision of resignation any CHG Lease Facility Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the CHG Lease Facility Documents and (iv) subject to its rights under Section 23.3, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent its rights and Liens as Collateral Agent under the CHG Lease Facility Documents. Effective immediately upon its acceptance of a valid appointment as Collateral Agent and the assignment of Liens from the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Collateral Agent, and Agent under the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral AgentCHG Lease Facility Documents.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (i) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company, the Unit Agent and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder, (ii) the Collateral Agent may be removed at any time by the Company (provided, that, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder shall have consented to such removal), and (iii) if the ObligorsCollateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than twenty (20) days after receiving notice of such failure by the Unit Agent and such failure shall be continuing, the Collateral Agent may be removed by the Unit Agent. The Unit Agent shall promptly notify the Company and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder of any removal of the Collateral Agent pursuant to clause (iii) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,000050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Securities) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any an} actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents to each Authorized Representative and the ObligorsBorrower. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the rightright (subject, with unless an Event of Default relating to the commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Borrower (not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing or delayed)), to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 45 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above (but (i) without the consent of any other First Lien Secured Party and (ii) with the consent of the Borrower); provided that if the Collateral Agent shall notify the Borrower and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any other First Lien Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Article, Section 9 8.07 and Section 9.05 of the Credit Agreement and the equivalent provision of any Other First Lien Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Collateral Agent hereunder and under the other First Lien Security Documents, the Borrower agrees to a use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made promptly as and when invoiced by the successor Collateral Agentpracticable.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsBorrower. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Default or Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6), other than its obligations under Section 11.8. After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments (if any), communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender (in the case of such payments and communications) or the Required Lenders (in the case of such determinations) directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject The Collateral Agent or any successor Collateral Agent may at any time give notice of its resignation to the Secured Parties and the Borrower, such resignation to be effective upon the appointment and acceptance of a successor Collateral Agent as provided below, in this Section 8.07. The Secured Parties may at any time remove the Collateral Agent may resign for or without cause at any time by giving written notice thereof to the other Secured Parties and the ObligorsCollateral Agent. Upon receipt of any such resignationnotice of resignation or removal, or in case the office of the Collateral Agent shall become vacant for any reason, the Required Secured Parties shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Borrower, to appoint a successor Collateral Agentsuccessor, which shall be a bank with an office in the City and State of New York, or an Affiliate of any such bank with an office in the City and State of New York. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring departing Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, the departing Collateral Agent may appoint an interim successor Collateral Agent meeting the qualifications set forth above. Upon the resignation effective date established in such notice, so long as either (x) a successor Collateral Agent has been appointed and accepted such appointment or (y) the Collateral Agent has appointed an interim Collateral Agent, that then, in either case, (i) the departing Collateral Agent’s resignation shall become effective, (ii) the departing Collateral Agent shall be discharged from its respective duties and obligations as Collateral Agent, as applicable, hereunder and under the other Financing Documents, subject to the departing Collateral Agent’s compliance and the successor Collateral Agent’s compliance with the requirements below regarding transfer of the Collateral, and (iii) the successor Collateral Agent or (until the Secured Parties appoint a financial institution that has an office in New Yorksuccessor, New York and has a combined capital and surplus and undivided profits the interim Collateral Agent) shall assume the responsibilities of at least $1,000,000,000the Collateral Agent hereunder. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor or interim Collateral Agent shall thereupon immediately and without further act succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring departing (or departed) Collateral AgentAgent hereunder and under the Financing Documents as if originally named herein and therein and the departing Collateral Agent shall duly assign, transfer and deliver to such successor or interim Collateral Agent all the rights, property, assets and moneys at the time held by the departing Collateral Agent hereunder and under the Financing Documents and shall execute and deliver such proper instruments as may be reasonably necessary or requested to evidence such assignment, transfer and delivery, and the retiring departing Collateral Agent shall be discharged from all of its respective duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, Agent hereunder or under the provisions of other Financing Documents (if not already discharged therefrom as provided above in this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agentparagraph). The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the departing Collateral Agent’s resignation hereunder and under the other Financing Documents, the provisions of this Article and Section 9.06 shall continue in effect for the benefit of such payment departing Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be made taken by any of them while the departing Collateral Agent was acting as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents to each Authorized Representative and the ObligorsCompany. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the rightright (subject, with unless an Event of Default relating to a payment default or the commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Borrower Company (not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing or delayed)), to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 10 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Company and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any other First Lien Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article, Sections 8.07 and 9.05 of the Credit Agreement and the equivalent provision of any Other First Lien Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower Collateral Agent hereunder and under the other First Lien Security Documents, the Company agrees to a use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made promptly as and when invoiced by the successor Collateral Agentpracticable.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to the other Secured Parties of its resignation as Collateral Agent under this Agreement and the ObligorsFirst Lien Security Documents to each Authorized Representative and the Company. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Company, to appoint a successor Collateral Agentsuccessor. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify each Authorized Representative and the Company that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the First Lien Security Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Secured Parties under any First Lien Security Document, the retiring Collateral Agent shall continue to hold such Collateral solely for purposes of maintaining the perfection of the security interests of the Secured Parties therein until such time as a financial institution that has an office in New Yorksuccessor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Secured Parties) and (b) all payments, New York communications and has determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a combined capital and surplus and undivided profits of at least $1,000,000,000successor Collateral Agent as provided above. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the First Lien Security Documents (if not already discharged therefrom as provided above). After any retiring Notwithstanding the resignation of the Collateral Agent’s resignation Agent hereunder as Collateral Agentand under the First Lien Security Documents, the provisions of this Section 9 Article and the equivalent provision of any Additional First Lien Document shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Secured Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable First Lien Security Documents, the Company agrees to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Purchasers and the ObligorsBorrower. Upon the receipt of any such notice of resignation, the Required Secured Parties Purchasers shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Purchasers and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesPurchasers, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderunder the Credit Documents (if not already discharged therefrom as provided above in this Section 8.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Article VIII and Section 9 9.2 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Purchaser directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 8.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving written notice thereof of such resignation to the other Secured Lender Parties and the ObligorsEnergySolutions. Upon any such resignation, the Required Secured Parties Majority Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing EnergySolutions, to appoint a successor Collateral Agent. If ; provided that if, at the time of the resignation of the Administrative Agent, no successor Collateral Agent shall have has been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral AgentMajority Lenders, then the retiring Collateral Agent may, on behalf of the other Secured Lender Parties, appoint a successor Collateral Agent and, after its resignation and prior to the appointment of any successor Collateral Agent, that shall be the retiring Collateral Agent will act as a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000nominee for perfection with respect to the applicable Collateral. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Collateral Agent, Agent and the retiring Collateral Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. After any retiring Collateral Agent’s resignation hereunder as Collateral AgentAgent (including, for the avoidance of doubt, Calyon’s resignation as collateral agent pursuant to the Successor Agent Agreement), the provisions of this Section 9 Article shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower Agent (and with respect to a successor Collateral Agent shall Calyon, including any action taken or omitted to be the same as those payable taken subsequent to its predecessor unless otherwise agreed between resignation in connection with the Borrower and such successor, and such payment to be made as and when invoiced by payoff of the successor Collateral AgentOriginal Term Loans).

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign from the performance of all its functions and duties hereunder at any time by giving at least ten (10) business days’ prior written notice thereof to the other Secured Parties Company and each holder of Debentures. Such resignation shall take effect upon the Obligorsacceptance by a successor Collateral Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below. The Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder. (a) Upon any such resignationnotice of resignation or removal, the Required Secured Parties Holders shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agentagent, such successor Collateral Agent collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agentcollateral agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring the Collateral Agent’s resignation or removal hereunder as Collateral Agentthe collateral agent, the provisions of this Section 9 5(a) shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting the Collateral Agent under this Agreement. (b) If a successor collateral agent shall not have been so appointed within ten (10) business days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent. The fees payable by Agent until such time, if any, as the Borrower to Required Holders appoint a successor collateral agent as provided above. (c) In the event that a successor Collateral Agent shall be is appointed pursuant to the same provisions of this Section 5.2 that is not a Purchaser or an affiliate of any Purchaser (or the Required Holders or the Collateral Agent (or its successor), as those payable applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 5.2), the Company covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its predecessor unless otherwise agreed between successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the Borrower requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successorsuccessor Collateral Agent, by having the Company agree to indemnify any successor Collateral Agent pursuant to reasonable and such payment to be made as customary terms and when invoiced by the Company executing a collateral agency agreement or similar agreement and/or any amendment hereto reasonably requested or required by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the Obligors▇▇▇▇▇▇▇▇. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, with the Borrower’s prior written consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Event of Default has occurred and is continuing continuing, to appoint a successor; provided, however, that ▇▇▇▇▇▇▇▇’s consent shall not be required to the extent the successor is an Affiliate of the Collateral AgentAgent or any Lender (provided that such Collateral Agent shall consult with the Borrower regarding such appointment prior to the effectiveness thereof). If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral AgentAgent that is a Related Party of the Collateral Agent or any Lender; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.7), other than its obligations under Section 11.8. After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.7.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties Pari Passu Security Documents (including, if applicable, as Senior Collateral Agent under the Junior Lien Intercreditor Agreement) to each Authorized Representative and the ObligorsBorrower. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Borrower, 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 Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Pari Passu Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Borrower and each Authorized Representative that no qualifying person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Pari Passu Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Pari Passu Secured Parties under any of the Pari Passu Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the Pari Passu Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Pari Passu Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor and under the Pari Passu Security Documents (including, if applicable, acting as Senior Collateral AgentAgent under the Junior Lien Intercreditor Agreement), such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the other Pari Passu Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article and Article VIII of the Credit Agreement and the equivalent provision of any Additional Pari Passu Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective related parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Collateral Agent hereunder and under the other Pari Passu Security Documents, the Borrower agrees to a successor use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent shall be under the same as those payable Pari Passu Security Documents to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties Security Documents to each Authorized Representative and the ObligorsBorrower. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Borrower, 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 Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Borrower and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured Parties under any of the Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the Liens of the Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the other Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Article and Section 9 9.05 of the Credit Agreement and the equivalent provision of any Additional Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Collateral Agent hereunder and under the other Security Documents, the Borrower agrees to a successor use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent shall be under the same as those payable Security Documents to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsB▇▇▇▇▇▇▇. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Default or Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties L▇▇▇▇▇▇ and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of Securities, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent or Custodial Agent, as the case may be. If no successor Collateral Agent or Custodial Agent, as the case may be, shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's or Custodial Agent's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent mayor Custodial Agent, on behalf as the case may be, may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent or Custodial Agent, that as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00075,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder or Custodial Agent hereunder, as the case may be, by a successor Collateral Agent or Custodial Agent, as the case may be, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent or Custodial Agent, as the case may be, and the retiring Collateral Agent or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent or Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent’s 's or Custodial Agent's resignation hereunder as Collateral AgentAgent or Custodial Agent hereunder, the provisions of this Section 9 Article VIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or Custodial Agent. The fees payable by Any resignation or removal of the Borrower to a successor Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the same as those payable to its predecessor unless otherwise agreed between simultaneous resignation or removal of the Borrower Custodial Agent and such successor, and such payment to be made as and when invoiced by the successor Collateral AgentSecurities Intermediary.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Optionees and the ObligorsPledgor. Upon receipt of any such notice of resignation, the Required Secured Parties Optionees shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that (and so long as no such consent shall be required if an Event of Default has occurred and is continuing then exists, with approval of) Pledgor, to appoint a successor Collateral Agent. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted Optionees or an appointed successor does not accept such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, may on behalf of the other Secured PartiesOptionees, appoint a successor Collateral Agent, provided that if Collateral Agent shall notify Pledgor and Optionees that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder (except that if any Collateral is then held by Collateral Agent hereunder, the retiring Collateral Agent shall continue to hold such Collateral until such time as a financial institution that has an office successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through Collateral Agent shall instead be made by or to each Optionee directly, until such time as Required Optionees appoint a successor Collateral Agent as provided for above in New Yorkthis Section, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000the retiring Collateral Agent shall take such actions as may be necessary or appropriate to transfer all Collateral held by it to the successor Collateral Agent. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agenthereunder, the provisions of this Section 9 Exhibit shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving ninety (90) days' prior written notice thereof to the other Secured Parties Pledgor and the ObligorsOwner Lessors; provided that such resignation may not in any event take effect until a successor Collateral Agent accepts an appointment as set forth in this Section 6.5. Upon any such notice of resignation, the Required Secured Parties Pledgor and the Owner Lessors shall have the right, with upon ten (10) days' prior written notice to the consent of Pledgor and the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Owner Lessors, to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed may be removed at any time with or without cause, by an instrument in writing delivered to Collateral Agent by the Required Secured Parties Pledgor and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving Owner Lessors pursuant to the terms of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Agreement. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent, Agent (and the retiring or removed Collateral Agent shall reasonably cooperate in the transferring of such rights, powers and privileges to such successor Collateral Agent) and the retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. If no successor Collateral Agent shall have been so appointed and shall have accepted such appointment within sixty (60) days after the retiring or removed Collateral Agent's giving of notice of resignation, then, upon five (5) days' prior written notice to the Secured Parties and the Pledgor, the retiring or removed Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent. Any successor Collateral Agent shall be a bank, a banking cooperative or trust company organized under the laws of the United States of America or of any State thereof, or any Affiliate of such bank, having a combined capital and surplus of at least $100,000,000. After any retiring Collateral Agent’s 's resignation or removal hereunder as Collateral Agent, the provisions of this Section 9 Agreement shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be under this Agreement and the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agentother Operative Documents.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the (a) The Collateral Agent may resign at any time by giving delivering notice thereof of such resignation to the other Secured Parties Lenders, the Issuing Banks and the ObligorsBorrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date that is 30 days after such notice is given, but only if at such time a successor Collateral Agent shall have been appointed in accordance herewith. Upon If the Collateral Agent delivers any such resignationnotice, the Required Secured Parties Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment If, within 30 days after the retiring Collateral Agent’s giving of written Agent having given notice of resignation of resignation, no successor Collateral Agent has been appointed by the retiring Collateral AgentRequired Lenders that has accepted such appointment, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders and the Issuing Banks, appoint a successor Collateral Agent, that Agent from among the Lenders. Each appointment under this clause (a) shall be subject to the prior consent of the Borrower, which may not be unreasonably withheld but shall not be required during the continuance of a financial institution that has an office Default. (b) Effective immediately upon its resignation and the assignment of Liens in New Yorkfavor of the successor Collateral Agent or otherwise for the benefit of the Secured Parties, New York (i) the retiring Collateral Agent shall be discharged from its duties and has obligations under the Loan Documents, (ii) the Lenders shall assume and perform all of the rights and duties of the Collateral Agent until a combined capital successor Collateral Agent shall have accepted a valid appointment hereunder, (iii) the retiring Collateral Agent and surplus its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents and undivided profits of at least $1,000,000,000(iv) subject to its rights under Section 9.3, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent its rights and Liens as Collateral Agent under the Loan Documents. Upon the Effective immediately upon its acceptance of any a valid appointment as Collateral Agent hereunder by a successor and the assignment of Liens from the retiring Collateral Agent, such a successor Collateral Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Collateral Agent, and Agent under the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral AgentLoan Documents.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required (or if an Event of Default or Trigger Event has occurred and is continuing in consultation with the Borrower) to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution bank that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower shall pay to a any successor Collateral Agent shall be the same as those payable its then customary fees and charges to its predecessor act in such capacity (unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent).

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign from the performance of all its functions and duties hereunder at any time by giving at least ten (10) business days’ prior written notice thereof to the other Secured Parties Company and the ObligorsPurchaser. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below. The Purchaser may, by written consent, remove the Collateral Agent from all its functions and duties hereunder. (a) Upon any such resignationnotice of resignation or removal, the Required Secured Parties Purchaser shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000collateral agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agentagent, such successor Collateral Agent collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agentcollateral agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring the Collateral Agent’s resignation or removal hereunder as Collateral Agentthe collateral agent, the provisions of this Section 9 5(a) shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting the Collateral Agent under this Agreement. (b) If a successor collateral agent shall not have been so appointed within ten (10) business days of receipt of a written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent. The fees payable by Agent until such time, if any, as the Borrower to Purchaser appoints a successor collateral agent as provided above. (c) In the event that a successor Collateral Agent shall be is appointed pursuant to the same provisions of this Section 5.2 that is not a Purchaser or an affiliate of any Purchaser ( the Collateral Agent (or its successor)notifies the Company that they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 5.2), the Company covenants and agrees to promptly take all actions reasonably requested by the Purchaser or the Collateral Agent (or its successor), as those payable applicable, from time to its predecessor unless otherwise agreed between time, to secure a successor Collateral Agent satisfactory to the Borrower requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successorsuccessor Collateral Agent, by having the Company agree to indemnify any successor Collateral Agent pursuant to reasonable and such payment to be made as customary terms and when invoiced by the Company executing a collateral agency agreement or similar agreement and/or any amendment hereto reasonably requested or required by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default or a Trigger Event has occurred and is continuing to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower shall pay to a any successor Collateral Agent shall be the same as those payable customary fees and charges necessary to induce such successor Collateral Agent to accept its predecessor unless otherwise agreed between the Borrower and such successorappointment hereunder, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents to each Authorized Representative and the ObligorsGrantors. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and 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 Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify Nielsen and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other First Lien Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Article and Section 9 10.04 and 10.05 of the Credit Agreement and the equivalent provision of any Permitted Debt Offering Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable other First Lien Security Documents, the Grantors agree to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to notifying the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld withheld, conditioned or delayed (provided that no such consent shall be required if an Event of Default or a Trigger Event has occurred and is continuing continuing), to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any its appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, Agent and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring the Collateral Agent’s resignation hereunder as Collateral Agenthereunder, the provisions of this Section 9 and Section 10.04 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower shall pay to a any successor Collateral Agent shall be the same as those payable fees and charges necessary to induce such successor Collateral Agent to accept its predecessor unless otherwise agreed between the Borrower and such successorappointment hereunder, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Collateral Securities) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by Promptly following the Borrower to a successor removal or resignation of the Collateral Agent the Company shall be the same as those payable give written notice thereof to its predecessor unless otherwise agreed between the Borrower and such successorMood▇'▇ ▇▇▇estors Services, and such payment to be made as and when invoiced by the successor Collateral Agent.Inc.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign as agent for the Swap Counterparties hereunder and under the Security Documents at any time by giving thirty days prior notice thereof in writing to the other Secured Parties and Swap Counterparties. If ▇▇▇▇▇▇ is the Obligorsresigning Collateral Agent, Calyon shall become the successor Collateral Agent. Upon any such If ▇▇▇▇▇▇ or Calyon is not the resigning Collateral Agent, or if Calyon elects not to become Collateral Agent upon a ▇▇▇▇▇▇ resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing to Instructing Swap Counterparty may appoint a successor Collateral Agent who shall be entitled to all of the rights of, and shall be vested with the same powers and duties as, the original Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 thirty days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agentresignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, may appoint a successor Collateral Agent, that which shall be a financial institution that has an office in New York, New York and has a combined commercial bank organized under the laws of the United States of America or any State thereof having capital and surplus and undivided profits of at least not less than $1,000,000,00050,000,000. Upon the acceptance of any appointment Calyon may remove ▇▇▇▇▇▇ as Collateral Agent hereunder upon the occurrence of a Bankruptcy Event (as defined in the ▇▇▇▇▇▇ Swap) or a payment default under the ▇▇▇▇▇▇ Swap by a successor Collateral Agentgiving five days prior written notice to ▇▇▇▇▇▇ and, upon such successor removal, Calyon shall replace ▇▇▇▇▇▇ as Collateral Agent and shall thereupon succeed be entitled to all of the rights of, and become shall be vested with all the rights, powers, privileges same powers and duties as, the original Collateral Agent and ▇▇▇▇▇▇ shall transfer possession of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agentto Calyon in accordance with Calyon’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agentinstructions.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Collateral Securities) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by Promptly following the Borrower to a successor removal or resignation of the Collateral Agent the Company shall be the same as those payable give written notice thereof to its predecessor unless otherwise agreed between the Borrower and such successor▇▇▇▇▇'▇ Investors Services, and such payment to be made as and when invoiced by the successor Collateral Agent.Inc.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign at any time by giving not less than 20 days prior notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of Normal Units or Stripped Units, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent or Custodial Agent, as the case may be. If no successor Collateral Agent or Custodial Agent, as the case may be, shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's or Custodial Agent's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent or Custodial Agent, as the case may be, may, on behalf at the expense of the other Secured PartiesCompany, appoint petition any court of competent jurisdiction for the appointment of a successor Collateral Agent or Custodial Agent, that as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent or Custodial Agent, as the case may be, hereunder by a successor Collateral Agent or Custodial Agent, as the case may be, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent or Custodial Agent, as the case may be, and the retiring Collateral Agent or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent or Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent’s 's or Custodial Agent's resignation hereunder as Collateral Agent or Custodial Agent, the provisions of this Section 9 8.8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or Custodial Agent. The fees payable by Any resignation or removal of the Borrower to a successor Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the same as those payable to its predecessor unless otherwise agreed between simultaneous resignation or removal of the Borrower Custodial Agent and such successor, and such payment to be made as and when invoiced by the successor Collateral AgentSecurities Intermediary.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the (a) The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsBorrower. Upon receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Borrower, to appoint a successor Collateral Agentsuccessor. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of its resignation of (or such earlier day as shall be agreed by the retiring Collateral AgentRequired Lenders) (the “Resignation Effective Date”), then the retiring Collateral Agent maymay (but shall not be obligated to), on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) With effect from the Resignation Effective Date: (i) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments owed to the retiring Collateral Agent, that all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000successor Collateral Agent as provided for above. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Collateral Agent (other than any rights to indemnity payments owed to the retiring Collateral Agent), and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents. After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Article and Section 9 9.03 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of Equity Units, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent or Custodial Agent, as the case may be. If no successor Collateral Agent or Custodial Agent, as the case may be, shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s or Custodial Agent’s giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent mayor Custodial Agent, on behalf as the case may be, may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent or Custodial Agent, that as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent or Custodial Agent, as the case may be, hereunder by a successor Collateral Agent or Custodial Agent, as the case may be, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent or Custodial Agent, as the case may be, and the retiring Collateral Agent or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent or Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent’s or Custodial Agent’s resignation hereunder as Collateral Agent or Custodial Agent, the provisions of this Section 9 Article VIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or Custodial Agent. The fees payable by Any resignation or removal of the Borrower to a successor Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the same as those payable to its predecessor unless otherwise agreed between simultaneous resignation or removal of the Borrower Custodial Agent and such successor, and such payment to be made as and when invoiced by the successor Collateral AgentSecurities Intermediary.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents to each Authorized Representative and the ObligorsBorrower. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the rightright (subject, with unless an Event of Default relating to the commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Borrower (not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing or delayed)), to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust Borrower with an office in the United States, or an Affiliate of any such bank or trust Borrower with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above (but without the consent of any other First Lien Secured Party or the Borrower); provided that if the Collateral Agent shall notify the Borrower and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any other First Lien Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article and any equivalent provision of the Credit Agreement and any Other First Lien Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Collateral Agent hereunder and under the other First Lien Security Documents, the Borrower agrees to a use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made promptly as and when invoiced by the successor Collateral Agentpracticable.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties Second Lien Security Documents (including, if applicable, as Second Priority Representative under and as defined in the First Lien/Second Lien Intercreditor Agreement) to each Authorized Representative and the ObligorsBorrower. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Borrower, to appoint a successor Collateral Agentsuccessor, which shall be a bank with an office in New York, New York, 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 Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Second Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Borrower and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Second Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Second Lien Secured Parties under any of the Second Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the Second Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Second Lien Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the Second Lien Security Documents (including, if applicable, acting as Second Priority Representative under the First Lien/Second Lien Intercreditor Agreement), such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the other Second Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional Second Lien Document shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Collateral Agent hereunder and under the other Second Lien Security Documents, the Borrower agrees to a successor use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent shall be under the same as those payable Second Lien Security Documents to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First-Lien Security Documents to each Authorized Representative and the ObligorsCompany. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Company, to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First-Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above (but without the consent of any other First-Lien Secured Party or the Company); provided that if the Collateral Agent shall notify the Company and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the First-Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First-Lien Secured Parties under any of the First-Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First-Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any other First-Lien Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First-Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the other First-Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article and Article VIII of the Credit Agreement and the equivalent provision of any Additional First-Lien Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable First-Lien Security Documents, the Company agrees to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the First-Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsBorrower. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Default or Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agent(which shall not be a Disqualified Assignee except after the occurrence and during the continuation of an Event of Default). If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral AgentAgent that is a Related Party of the Collateral Agent or any Lender; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of Securities, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties take all appropriate action to transfer any money and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken property held by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.hereunder

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of Securities, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company, (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent, and (d) if the Collateral Agent, the Custodial Agent or the Securities Intermediary is the same Person as the Purchase Contract Agent and an event of default occurs under the Purchase Contract Agreement or this Agreement, except an event of default resulting from the occurrence of a Failed Remarketing, the Collateral Agent, the Custodial Agent or the Securities Intermediary shall resign immediately in accordance with the provisions of this Section 8.8. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent or Custodial Agent, as the case may be. If no successor Collateral Agent or Custodial Agent, as the case may be, shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's or Custodial Agent's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent mayor Custodial Agent, on behalf as the case may be, may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent or Custodial Agent, that as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00075,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder or Custodial Agent hereunder, as the case may be, by a successor Collateral Agent or Custodial Agent, as the case may be, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent or Custodial Agent, as the case may be, and the retiring Collateral Agent or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent or Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent’s 's or Custodial Agent's resignation hereunder as Collateral AgentAgent or Custodial Agent hereunder, the provisions of this Section 9 Article VIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or Custodial Agent. The fees payable by Any resignation or removal of the Borrower to a successor Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the same as those payable to its predecessor unless otherwise agreed between simultaneous resignation or removal of the Borrower Custodial Agent and such successor, and such payment to be made as and when invoiced by the successor Collateral AgentSecurities Intermediary.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the (a) The Collateral Agent may resign at any time by giving delivering not less than 30 days prior written notice thereof of such resignation to the other Secured Parties Holders and the ObligorsCompany, effective on the date set forth in such notice or, if not such date is set forth therein, upon the date such notice shall be effective. Upon If the Collateral Agent delivers any such resignationnotice, the Required Secured Parties Holders shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment If, within 30 days after the retiring Collateral Agent’s giving of written Agent having given notice of resignation of resignation, no successor Collateral Agent has been appointed by the retiring Collateral AgentRequired Holders that have accepted such appointment, then the retiring Collateral Agent may, on behalf of the other Secured PartiesHolders, appoint a successor Collateral Agent, that Agent from among the Holders. Each appointment under this clause (a) shall be subject to the prior consent of the Company, which may not be unreasonably withheld but shall not be required during the occurrence and continuance of a financial institution that has an office in New YorkDefault or Event of Default. (b) Effective immediately upon its resignation, New York (i) the retiring Collateral Agent shall be discharged from its duties and has obligations under the Note Documents, (ii) the Holders shall assume and perform all of the duties of the Collateral Agent until a combined capital successor Collateral Agent shall have accepted a valid appointment hereunder, (iii) the retiring Collateral Agent and surplus its Related Persons shall no longer have the benefit of any provision of any Note Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Note Documents and undivided profits of at least $1,000,000,000(iv) subject to its rights under Section 10.3, 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 Note Documents. Upon the Effective immediately upon its acceptance of any a valid appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Collateral Agent, and Agent under the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral AgentNote Documents.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the Obligors▇▇▇▇▇▇▇▇. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Default or Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties ▇▇▇▇▇▇▇ and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6. 12.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Underlying Securities) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld (provided that no such consent shall be required if an Event of Default has occurred and is continuing continuing) to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign as Collateral Agent at any time by giving thirty (30) days advance written notice thereof to the other Secured Parties Purchasers and the ObligorsIssuers and, thereafter, the retiring (or retired) or terminated Collateral Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation, the Required Secured Parties Purchasers shall have the right, with subject to the consent approval of the Borrower not to be unreasonably withheld provided that Issuers (so long as no such consent shall be required if an Event of Default has occurred and is continuing continuing; such approval not to be unreasonably withheld), to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Purchasers, been approved (so long as no Event of Default has occurred and shall is continuing) by the Issuers or have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agentresignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesPurchasers, appoint a successor Collateral Agent, that shall be a financial institution that Agent reasonably acceptable to the Issuers (so long as no Default or Event of Default has an office in New York, New York occurred and has a combined capital and surplus and undivided profits of at least $1,000,000,000is continuing). Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 96 \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 and duties of the retiring (or retired) or terminated Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable If no successor has accepted appointment as Collateral Agent by the Borrower to date which is thirty (30) days following a retiring Collateral Agent’s notice of resignation or notice of Collateral Agent’s removal, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Purchasers appoint a successor agent as provided for above. In the event that a new Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower is appointed and such successorCollateral Agent is not an Affiliate of the holders of a majority in interest of the Notes, then the Issuers shall agree to pay to such Collateral Agent the fees and expenses (such payment fees to be made as payable annually in advance) that such Collateral Agent may reasonably request in connection with its appointment and when invoiced by the successor Collateral Agentservice.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Lenders and the ObligorsDebtor. Upon any such resignation, the Required Secured Parties Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentresignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent, that shall be a financial institution bank that has an office in New York, New York or Chicago, Illinois and has a combined capital and surplus and undivided profits retained earnings of at least $1,000,000,000100,000,000. Notwithstanding the previous sentence, the Collateral Agent may at any time without the consent of the Debtor or any Lender, appoint any of its affiliates which is a commercial bank as a successor Collateral Agent hereunder. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the Obligors▇▇▇▇▇▇▇▇. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Default or Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agent(which shall not be a Competitor except after the occurrence and during the continuance of an Event of Default). If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral AgentAgent that is a Related Party of the Collateral Agent or any Lender; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor The Collateral Agent may at any time give notice of its resignation as provided belowCollateral Agent under this Agreement and the other Pari Passu Security Documents to each Authorized Representative and the Lux Borrower. Upon receipt of any such notice of resignation, the Collateral Agent may resign Agent, acting at any time by giving notice thereof to the other Direction of Majority First Lien Secured Parties and the Obligors. Upon any such resignationParties, the Required Secured Parties shall have the right, with subject to the reasonable consent of the Lux Borrower not to be unreasonably withheld provided that (so long as no such consent shall be required if an Event of Default has occurred and is continuing under Section 7.01(b), (c), (h) or (i) of the Credit Agreement (or any equivalent provision of the Initial Additional Agreement or any other Additional Document)), to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Collateral Agent acting at the Direction of Majority First Lien Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Pari Passu Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon Agent meeting the acceptance qualifications set forth above (but without the consent of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor other Pari Passu Secured Party or any Grantor); provided that if the Collateral Agent shall thereupon succeed to notify the Lux Borrower and each Authorized Representative that no qualifying person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, privileges such notice and duties of the retiring Collateral Agent, and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the Pari Passu Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Pari Passu Secured Parties under any of the Pari Passu Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the Pari Passu Secured Parties therein until such time as a successor Collateral Agent is appointed but with no obligation to take any further action at the Direction of Majority First Lien Secured Parties or at the request of any other Pari Passu Secured Parties or any Grantor), and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Collateral Agent acting at the Direction of Majority First Lien Secured Parties appoints a successor Collateral Agent as provided for above in this Section. Effective upon the acceptance of a successor’s appointment as Collateral Agent hereunder and under the Pari Passu Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent and the term “Collateral Agent” shall mean such successor, and the retiring (or retired) Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Pari Passu Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Secured Credit Documents, the provisions of this Section 9 Article and Article VIII of the Credit Agreement and the equivalent provisions of any Additional Documents shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable Pari Passu Security Documents, the Grantors agree to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the Pari Passu Security Documents to be made as and when invoiced by the successor Collateral Agent. Notwithstanding the foregoing, prior to the Discharge of Credit Agreement Obligations, this Section 4.07 shall, solely with respect to the Credit Agreement Obligations, be subject to the terms of the Credit Agreement.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving written notice thereof of such resignation to the other Secured Lender Parties and the ObligorsEnergySolutions. Upon any such resignation, the Required Secured Parties Majority Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing EnergySolutions, to appoint a successor Collateral Agent. If ; provided that if, at the time of the resignation of the Administrative Agent, no successor Collateral Agent shall have has been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral AgentMajority Lenders, then the retiring Collateral Agent may, on behalf of the other Secured Lender Parties, appoint a successor Collateral Agent and, after its resignation and prior to the appointment of any successor Collateral Agent, that shall be the retiring Collateral Agent will act as a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000nominee for perfection with respect to the applicable Collateral. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Collateral Agent, Agent and the retiring Collateral Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. After any retiring Collateral Agent’s resignation hereunder as Collateral AgentAgent (including, for the avoidance of doubt, CNAI’s resignation as collateral agent pursuant to the Successor Agent Agreement), the provisions of this Section 9 Article shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower Agent (and with respect to a successor Collateral Agent shall CNAI, including any action taken or omitted to be the same as those payable taken subsequent to its predecessor unless otherwise agreed between resignation in connection with the Borrower and such successor, and such payment to be made as and when invoiced by payoff of the successor Collateral AgentFirst Lien Term Loans).

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the Obligors▇▇▇▇▇▇▇▇. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Default or Event of Default has occurred and is continuing continuing, to appoint a successor; provided, however, that ▇▇▇▇▇▇▇▇’s consent shall not be required to the extent the successor is a Related Party of the Collateral AgentAgent or any Lender. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral AgentAgent that is a Related Party of the Collateral Agent or any Lender; provided, that that, whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Sections 2.4 and 11.2 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent at the written direction of 25% in aggregate principal amount of Holders of the Securities. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may at the expense of the other Secured Parties, appoint Company petition any court of competent jurisdiction for the appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Treasury Notes) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by Promptly following the Borrower to a successor removal or resignation of the Collateral Agent the Company shall be the same as those payable give written notice thereof to its predecessor unless otherwise agreed between the Borrower and such successorMoody's Investors Services, and such payment to be made as and when invoiced by the successor Collateral Agent.Inc.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents to each Authorized Representative and the ObligorsIssuer. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the rightright (subject, with unless an Event of Default relating to a payment default or the commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Borrower Issuer (not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing or delayed)), to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 10 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that, if the Collateral Agent shall notify the Issuer and each Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any other First Lien Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in this Section. In addition to the foregoing, if a successor Collateral Agent does not take office in New Yorkwithin 60 days after the retiring Collateral Agent resigns, New York and has the retiring Collateral Agent may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a combined capital and surplus and undivided profits of at least $1,000,000,000successor Collateral Agent. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article[, Sections 8.07 and 9.05 of the Credit Agreement] and the equivalent provision of any Other First Lien Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower Collateral Agent hereunder and under the other First Lien Security Documents, the Issuer agrees to a use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made promptly as and when invoiced by the successor Collateral Agentpracticable.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign as Collateral Agent at any time by giving thirty (30) days advance notice thereof to the other Secured Parties Purchasers and the ObligorsIssuer and, thereafter, the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation, the Required Secured Parties Purchasers shall have the right, with subject to the consent approval of the Borrower not to be unreasonably withheld provided that Issuer (so long as no such consent shall be required if an Event of Default has occurred and is continuing continuing; such approval not to be unreasonably withheld), to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Purchasers, been approved (so long as no Event of Default has occurred and shall is continuing) by the Issuer or have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agentresignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesPurchasers, appoint a successor Collateral Agent, that shall be a financial institution that Agent reasonably acceptable to the Issuer (so long as no Default or Event of Default has an office in New York, New York occurred and has a combined capital and surplus and undivided profits of at least $1,000,000,000is continuing). Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and including, but not limited to, the retiring Collateral Agent shall be discharged from its duties and obligations hereunderDutch Security Documents. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 11.06 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable If no successor has accepted appointment as Collateral Agent by the Borrower to date which is thirty (30) days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Purchasers appoint a successor agent as provided for above. In the event that a new Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower is appointed and such successorCollateral Agent is not an Affiliate of the holders of a majority in interest of the Notes, then the Issuer shall agree to pay to such Collateral Agent the fees and expenses (such payment fees to be made as payable annually in advance) that such Collateral Agent may reasonably request in connection with its appointment and when invoiced by the successor Collateral Agentservice.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving upon 30 days prior written notice thereof to the other Secured Parties Lender and the ObligorsBorrower. Upon any such resignation, the Required Secured Parties shall have the right, Lender with the consent of the Borrower (which consent shall not to be unreasonably withheld provided that no such consent or delayed) shall be required if an Event of Default has occurred and is continuing have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Lender and consented to by the Borrower and no successor Collateral Agent shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agentresignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLender, appoint a successor Collateral Agent; provided, that however, if the failure to do so was not a result of the unreasonable failure by the Borrower to consent to any appointment, the Borrower shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000retain the right to consent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, remedies, powers, privileges privileges, duties and duties obligations of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunderobligations, under the Loan Documents. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 Article XIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving written notice thereof of such resignation to the other Secured Lender Parties and the ObligorsEnergySolutions. Upon any such resignation, the Required Secured Parties Majority Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing EnergySolutions, to appoint a successor Collateral Agent. If ; provided that if, at the time of the resignation of the Administrative Agent, no successor Collateral Agent shall have has been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral AgentMajority Lenders, then the retiring Collateral Agent may, on behalf of the other Secured Lender Parties, appoint a successor Collateral Agent and, after its resignation and prior to the appointment of any successor Collateral Agent, that shall be the retiring Collateral Agent will act as a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000nominee for perfection with respect to the applicable Collateral. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Collateral Agent, Agent and the retiring Collateral Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. After any retiring Collateral Agent’s resignation hereunder as Collateral AgentAgent (including, for the avoidance of doubt, Calyon’s resignation as collateral agent pursuant to the Successor Agent Agreement), the provisions of this Section 9 Article shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower Agent (and with respect to a successor Collateral Agent shall Calyon, including any action taken or omitted to be the same as those payable taken subsequent to its predecessor unless otherwise agreed between resignation in connection with the Borrower and such successor, and such payment to be made as and when invoiced by payoff of term loans under the successor Collateral AgentOriginal Credit Agreement).

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Noteholders and the ObligorsIssuer. Upon the receipt of any such notice of resignation, the Required Secured Parties Holders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that Issuer so long as no such consent shall be required if an Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Holders and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesNoteholders, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderunder the Credit Documents (if not already discharged therefrom as provided above in this Section 13.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Article XIII and Section 9 16.13 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Noteholder directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 13.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the Obligors▇▇▇▇▇▇▇▇. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Default or Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties ▇▇▇▇▇▇▇ and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6), other than its obligations under Section 11.8. After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments (if any), communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender (in the case of such payments and communications) or the Required Lenders (in the case of such determinations) directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents to each Authorized Representative and the ObligorsCompany. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Company, to appoint a successor. Notwithstanding any contrary provision of any other First Lien Credit Document, if no such successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent; provided that if the Collateral Agent shall notify each Authorized Representative and the Company that no Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the First Lien Security Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Secured Parties under any First Lien Security Document, the retiring Collateral Agent shall continue to hold such Collateral solely for purposes of maintaining the perfection of the security interests of the Secured Parties therein until such time as a financial institution that has an office in New Yorksuccessor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Secured Parties) and (b) all payments, New York communications and has determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a combined capital and surplus and undivided profits of at least $1,000,000,000successor Collateral Agent as provided above. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the First Lien Security Documents (if not already discharged therefrom as provided above). After any retiring Notwithstanding the resignation of the Collateral Agent’s resignation Agent hereunder as Collateral Agentand under the First Lien Security Documents, the provisions of this Section 9 Article and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable First Lien Security Documents, the Company and the other Grantors agree to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties Collateral Documents to each Agent and the ObligorsCompany. Upon receipt of any such notice of resignation, the Required Secured Parties Debtholders shall have the right, by Act of the Secured Debtholders in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Company, to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesDebtholders, appoint a successor Collateral AgentAgent meeting the qualifications set forth above (but without the consent of any other Secured Debtholder or the Company); provided that if the Collateral Agent shall notify the Company and each Agent that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the Collateral Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured Debtholders under any of the Collateral Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the Secured Debtholders therein until such time as a financial institution that successor Collateral Agent is appointed but with no obligation to take any further action pursuant to an Act of the Secured Debtholders or at the request any other Secured Debtholders or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Agent directly, until such time as a successor Collateral Agent has an office been appointed as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor and under the Collateral AgentDocuments, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the other Collateral Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as and under the other Collateral AgentDocuments, the provisions of this Section 9 Article and the equivalent provision of any Secured Debt Document shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their (and their Affiliates’) respective directors, officers, employees, trustees, agents and advisors in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable Collateral Documents, the Company agrees to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the Collateral Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Each Collateral Agent may resign at any time by giving give notice thereof of its resignation as Collateral Agent under this Agreement and the other applicable First-Priority Collateral Documents to the other Secured Parties corresponding Authorized Representative and the ObligorsCompanies. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the rightright (subject, with unless an Event of Default relating to a payment default or the commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Borrower Companies (not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing or delayed)), to appoint a successor Collateral Agentsuccessor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor Collateral Agent shall have been so appointed by the Required Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 10 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First-Priority Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that, if such Collateral Agent shall notify the Companies and each Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other applicable First-Priority Collateral Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First-Priority Secured Parties under any of the First-Priority Collateral Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First-Priority Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any Other First-Priority Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through such Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor and under the First-Priority Collateral AgentDocuments, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the other First-Priority Collateral Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Section 9 Article, Sections 8.07 and 9.05 of the Credit Agreement solely with respect to the Credit Agreement Collateral Agent and the equivalent provision of any Other First-Priority Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of such Collateral Agent hereunder and under the Borrower other First-Priority Collateral Documents, each of the Companies agrees to a use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First-Priority Collateral Documents to the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made promptly as and when invoiced by the successor Collateral Agentpracticable.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company, the Unit Agent and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder, (b) the Collateral Agent may be removed at any time by the Company (PROVIDED, that, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder shall have consented to such removal), and (c) if the ObligorsCollateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving notice of such failure by the Unit Agent and such failure shall be continuing, the Collateral Agent may be removed by the Unit Agent. The Unit Agent shall promptly notify the Company and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company and, if the Call Options are exercisable or have been exercised but not settled, the Call Option Holder shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Securities) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 7 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has the City of _____________ with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Collateral Securities) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by Promptly following the Borrower to a successor removal or resignation of the Collateral Agent the Company shall be the same as those payable give written notice thereof to its predecessor unless otherwise agreed between the Borrower and such successorMoody's Investors Services, and such payment to be made as and when invoiced by the successor Collateral Agent.Inc.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the a. The Collateral Agent may resign at any time by giving delivering notice thereof of such resignation to the other Secured Parties Noteholders and the ObligorsIssuer, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective. Upon If the Collateral Agent delivers any such resignationnotice, the Required Secured Parties Noteholders shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment If, within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent having given notice of resignation of resignation, no successor Collateral Agent has been appointed by the retiring Collateral AgentRequired Noteholders that has accepted such appointment, then the retiring Collateral Agent may, on behalf of the other Secured PartiesNoteholders, at the expense of the Noteholders, petition a court of competent jurisdiction to appoint a successor Collateral Agent, that . Each appointment under this clause (a) shall be a financial institution that has subject to the prior consent of the Issuer, which may not be unreasonably withheld but shall not be required during the continuance of an office in New YorkEvent of Default. b. Effective immediately upon its resignation, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon (i) the acceptance of any appointment as retiring Collateral Agent hereunder by shall be discharged from its duties and obligations under the Transaction Documents, (ii) the Noteholders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent, such successor Collateral Agent shall thereupon have accepted a valid appointment hereunder, (iii) the retiring Collateral Agent and its agents shall no longer have the benefit of any provision of any Transaction Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Transaction Documents and (iv) subject to its rights under Article 11, the retiring Collateral Agent shall take such action as may be reasonably requested by the Required Noteholders to assign to the successor Collateral Agent its rights as Collateral Agent under the Transaction Documents. Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent shall succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Collateral Agent, and Agent under the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral AgentTransaction Documents.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may at the expense of the other Secured Parties, appoint Company petition any court of competent jurisdiction for the appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Treasury Notes) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by Promptly following the Borrower to a successor removal or resignation of the Collateral Agent the Company shall be the same as those payable give written notice thereof to its predecessor unless otherwise agreed between the Borrower and such successor▇▇▇▇▇'▇ Investors Services, and such payment to be made as and when invoiced by the successor Collateral Agent.Inc.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent as attorney-in-fact for the Holders of Securities, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld (provided that no such consent shall be required if an Event of Default or Trigger Event has occurred and is continuing continuing) to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower shall pay to a any successor Collateral Agent shall be the same as those payable fees and charges necessary to its predecessor unless otherwise agreed between the Borrower and induce such successor, and such payment to be made as and when invoiced by the successor Collateral AgentAgent to accept its appointment hereunder.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Securities) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsBorrower. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, with the Borrower’s prior written consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Event of Default has occurred and is continuing continuing, to appoint a successor Collateral Agentsuccessor; provided, however, that Borrower’s consent shall not be required in the case of any such appointment of a Pharmakon Lender or any Related Party of a Pharmakon Lender (and such Pharmakon Lender shall consult with Borrower regarding such appointment prior to the effectiveness thereof). If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, with Borrower’s prior written consent so long as no Event of Default has occurred and is continuing, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6), other than its obligations under Section 11.8. After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender (in the case of such payments and communications) or the Required Lenders (in the case of such determinations) directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (a) the Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Company and the ObligorsPurchase Contract Agent, (b) the Collateral Agent may be removed at any time by the Company and (c) if the Collateral Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Required Secured Parties Company shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s 's giving of written notice of resignation of the retiring Collateral Agentor such removal, then the retiring Collateral Agent may, on behalf may petition any court of competent jurisdiction for the other Secured Parties, appoint appointment of a successor Collateral Agent, that . The Collateral Agent shall be a financial institution that bank which has an office in New York, New York and has the City of ___________ with a combined capital and surplus and undivided profits of at least $1,000,000,00050,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall take all appropriate action to transfer any money and property held by it hereunder (including the Pledged Collateral Securities) to such successor Collateral Agent. The retiring Collateral Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent hereunder. After any retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by Promptly following the Borrower to a successor removal or resignation of the Collateral Agent the Company shall be the same as those payable give written notice thereof to its predecessor unless otherwise agreed between the Borrower and such successor▇▇▇▇▇'▇ Investors Services, and such payment to be made as and when invoiced by the successor Collateral Agent.Inc.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign as Collateral Agent at any time by giving thirty (30) days advance notice thereof to the other Secured Parties Purchasers and the ObligorsIssuer and, thereafter, the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation, the Required Secured Parties Purchasers shall have the right, with subject to the consent approval of the Borrower not to be unreasonably withheld provided that Issuer (so long as no such consent shall be required if an Event of Default has occurred and is continuing continuing; such approval not to be unreasonably withheld), to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Purchasers, been approved (so long as no Event of Default has occurred and shall is continuing) by the Issuer or have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agentresignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesPurchasers, appoint a successor Collateral Agent, that shall be a financial institution that Agent reasonably acceptable to the Issuer (so long as no Default or Event of Default has an office in New York, New York occurred and has a combined capital and surplus and undivided profits of at least $1,000,000,000is continuing). Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 10.06 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable If no successor has accepted appointment as Collateral Agent by the Borrower to date which is thirty (30) days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Purchasers appoint a successor agent as provided for above. In the event that a new Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower is appointed and such successorCollateral Agent is not an Affiliate of the holders of a majority in interest of the Notes, then the Issuer shall agree to pay to such Collateral Agent the fees and expenses (such payment fees to be made as payable annually in advance) that such Collateral Agent may reasonably request in connection with its appointment and when invoiced by the successor Collateral Agentservice.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to notifying the other Secured Parties Payee and the ObligorsPayer; provided that unless a retiring Collateral Agent’s resignation would not, in the judgment of legal counsel, adversely affect the validity, perfection, enforceability or priority of the Liens securing the Obligations, the Collateral Agent’s resignation notice shall only take effect upon: (i) the appointment of a successor Collateral Agent; and (ii) the transfer of all the Collateral to that successor Collateral Agent. Upon any such resignation, the Required Secured Parties Payee and the Payer agree that the collateral agent appointed under the Term A Credit Agreement shall have automatically become the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing to appoint a successor Collateral AgentAgent hereunder. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, may appoint a successor Collateral Agent, that Agent which shall be a financial institution that has bank with an office in New York, New York York, or an Affiliate of any such bank. If no successor Collateral Agent has been appointed pursuant to the immediately preceding sentence by the 30th day after the date such notice of resignation was given by Collateral Agent, Collateral Agent’s resignation shall become effective and the Payee shall thereafter perform all the duties of Collateral Agent hereunder and/or under any other LC Procurement Document until such time, if any, as the Payee, with the consent of the Payer so long as no Event of Default has occurred and is continuing, appoint a combined capital and surplus and undivided profits of at least $1,000,000,000successor Collateral Agent. Upon the acceptance of any its appointment as Collateral Agent hereunder by a successor Collateral Agentsuccessor, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower Payer to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Payer and such successor. After a Collateral Agent’s resignation hereunder, the provisions of this Article and such payment Section 11.05 shall continue in effect for the benefit of the retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be made taken by any of them while acting as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign as Collateral Agent at any time by giving thirty (30) days advance written notice thereof to the other Secured Parties Purchasers and the ObligorsIssuer and, thereafter, the retiring (or retired) or terminated Collateral Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation, the Required Secured Parties Purchasers shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall Purchasers or have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral Agentresignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesPurchasers, appoint a successor Collateral AgentAgent that is a Related Party of the Collateral Agent or any Purchaser; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderunder the Note Documents (if not already discharged therefrom as provided above in this Section 11.06), other than its obligations under Section 12.07. After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Article XI and Section 9 12.13 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Purchaser (or, in the case of determinations, the Required Purchasers) directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 11.06.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof of its resignation to the other Secured Parties Lenders and the ObligorsBorrower. Upon the receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that so long as no such consent shall be required if an Default or Event of Default has occurred and is continuing continuing, to appoint a successor (which shall not be a Competitor); provided, however, that Borrower’s consent shall not be required to the extent the successor is a Related Party of the Collateral AgentAgent or any Lender. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured PartiesLenders, appoint a successor Collateral Agent; provided that, that whether or not a successor has been appointed or has accepted such appointment, such resignation shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits become effective upon delivery of at least $1,000,000,000the notice thereof. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agenthereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this Section 12.6). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentresignation, the provisions of this Section 9 12 and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as Collateral Agent. Upon any resignation by the Collateral Agent. The fees payable by , all payments, communications and determinations provided to be made by, to or through the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to instead be made by, to or through each Lender directly, until such time as and when invoiced by the successor a Person accepts an appointment as Collateral AgentAgent in accordance with this Section 12.6.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor The Collateral Agent as provided belowmay, and upon written instructions from the Collateral Agent may resign Applicable Authorized Representative shall, at any time by giving give notice thereof of its resignation as Collateral Agent under this Agreement and the other Security Documents to the other Secured Parties Applicable Authorized Representative and the ObligorsHoldings. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, with the prior consent of the Borrower Holdings (which consent shall not to be unreasonably withheld provided that no such consent and shall not be required if upon the occurrence of an Event of Default has occurred and that is continuing 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 Secured Parties Applicable Authorized Representative (and, if required, approved by Holdings) and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above, that shall be or, if none is appointed within 30 days, may petition a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits court of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by competent jurisdiction to appoint a successor Collateral Agent, such successor ; provided that if the Collateral Agent shall thereupon succeed to notify Holdings and the Applicable Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, privileges such notice and duties of the retiring Collateral Agent, and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured Parties under any of the Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the Secured Parties therein until such time as a successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to the Applicable Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder and under the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring (or retired) Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agenthereunder, the provisions of Section 6.07 of this Section 9 Agreement and Article VIII of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent and its benefit Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable other Security Documents, Holdings and the Closing Date Borrower agree to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the Security Documents to be made as and when invoiced by the successor Collateral Agent. In addition, the retiring (or retired) Collateral Agent agrees to execute any documents required by applicable law to give effect to the transfer of its duties and obligations at the sole expense of Holdings and the Grantors.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents to each Authorized Representative and the ObligorsCompany. Upon receipt of any such notice of resignation, the Required Secured Parties Applicable Authorized Representative shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing Company, 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 Secured Parties Applicable Authorized Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Company and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other First Lien Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agentand under the other Loan Documents, the provisions of this Article and Section 9 14.05 of the Credit Agreement and the equivalent provision of any Additional First Lien Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Collateral Agent was acting as the Collateral Agent. The fees payable by Upon any notice of resignation of the Borrower to a successor Collateral Agent shall be hereunder and under the same as those payable other First Lien Security Documents, the Company agrees to its predecessor unless otherwise agreed between use commercially reasonable efforts to transfer (and maintain the Borrower validity and such successor, and such payment priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to notifying the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld withheld, conditioned or delayed provided that no such consent shall be required if an Event of Default has occurred and is continuing to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 thirty (30) days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any its appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower shall pay to a any successor Collateral Agent shall be the same as those payable fees and charges necessary to induce such successor Collateral Agent to accept its predecessor unless otherwise agreed between the Borrower and such successorappointment hereunder, and such payment to be made as and when invoiced by the successor Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving give notice thereof to of its resignation as Collateral Agent under this Agreement and the other Secured Parties First Lien Security Documents to each Authorized Representative and the ObligorsMDFC. Upon receipt of any such notice of resignation, the Required Controlling Secured Parties shall have the right, in consultation with the consent of the Borrower not to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred MDFC and is continuing each other Authorized Representative, 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 Controlling Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of resignation of the retiring Collateral Agentits resignation, then the retiring Collateral Agent may, on behalf of the other First Lien Secured Parties, appoint a successor Collateral AgentAgent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify MDFC and each Authorized Representative that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First Lien Secured Parties under any of the First Lien Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First Lien Secured Parties therein until such time as a financial institution that has an office successor Collateral Agent is appointed but with no obligation to take any further action at the request of any Controlling Secured Party or any other First Lien Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Controlling Secured Parties appoint a successor Collateral Agent as provided for above in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000this Section 4.06. Upon the acceptance of any a successor’s appointment as Collateral Agent hereunder by a successor Collateral Agentand under the First Lien Security Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, 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 hereunderhereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section 4.06). After any the retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agent.Collateral

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor (i) The Collateral Agent as provided below, the Collateral Agent (A) may resign at any time by giving upon notice thereof to the other Secured Parties Investors, and (B) may be removed at any time upon the written request of the Required Investors sent to the Collateral Agent and the Obligorsother Investors. Upon For the purposes of any such resignationdetermination of Required Investors under this Section 4(h)(i), the Pro Rata Share of any Insolvent Entity shall be disregarded. (ii) If the Collateral Agent shall resign or be removed, the Required Secured Parties Investors shall have the right to select a replacement Collateral Agent by notice to the Collateral Agent and the other Investors. (iii) Upon any replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all Collateral under the Collateral Documents, and all right, with the consent title and interest of the Borrower not Collateral Agent under all the Collateral Documents, to be unreasonably withheld provided that no such consent shall be required if an Event of Default has occurred and is continuing to appoint a successor the replacement Collateral Agent. If no successor , without recourse to the Collateral Agent or any Investor and at the expense of the Company. (iv) No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been so appointed by the Required Secured Parties selected as provided in this Agreement and shall have accepted assumed in writing the obligations of the Collateral Agent under this Agreement and under the Collateral Documents. In the event that a replacement Collateral Agent shall not have been selected as provided in this Agreement or shall not have assumed such appointment obligations within 30 90 days after the retiring Collateral Agent’s giving of written notice of resignation or removal of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower may apply to a successor Collateral Agent shall be court of competent jurisdiction for the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor appointment of a replacement Collateral Agent.

Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving notice thereof to the other Secured Parties Trustee and the ObligorsIssuer, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. Upon any such resignationIf the Collateral Agent resigns under this Indenture, the Required Secured Parties Issuer shall have appoint a successor collateral agent. If no successor collateral agent is appointed prior to the rightintended effective date of the resignation of the Collateral Agent (as stated in the notice of resignation), with the Holders of a majority of the aggregate principal amount of the Notes then outstanding, may appoint a successor collateral agent, subject to the consent of the Borrower Issuer (which consent shall not to be unreasonably withheld provided that no such consent and which shall not be required if an during a continuing Event of Default has occurred and is continuing to appoint a successor Collateral AgentDefault). If no successor collateral agent is appointed and consented to by the Issuer pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation) the Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving be entitled to petition a court of written notice of resignation of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, competent jurisdiction to appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000successor. Upon the acceptance of any its appointment as Collateral Agent hereunder by a successor Collateral Agentcollateral agent hereunder, such successor Collateral Agent collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Collateral Agent, and the term “Collateral Agent” shall mean such successor collateral agent, and the retiring Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be discharged from its duties and obligations hereunderterminated. After any the retiring Collateral Agent’s resignation hereunder as Collateral Agenthereunder, the provisions of this Section 9 13.07 shall continue in effect for to inure to its benefit in respect and the retiring Collateral Agent shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced by the successor Collateral Agentunder this Indenture.