Common use of Successor Collateral Agent Clause in Contracts

Successor Collateral Agent. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Borrower; provided, however, that the retiring Collateral Agent shall continue to serve until a successor Collateral Agent shall have been selected and approved pursuant to this Section 13.19. Upon any such notice, Collateral Agent shall have the right to appoint, subject to the consent of Lenders, a successor Collateral Agent. Without limitation of the foregoing, if Collateral Agent becomes insolvent or commits any act or omission constituting gross negligence or willful misconduct of its duties as Collateral Agent hereunder, then the Lenders shall have the right to replace the Collateral Agent. Upon the acceptance of its appointment as successor Collateral Agent hereunder, the Person acting as such successor Collateral Agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent and the respective term “Collateral Agent” means such successor Collateral Agent and the retiring Collateral Agent’s appointment, powers and duties in such capacities shall be terminated without any other further act or deed on its behalf. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Article 13 and Section 12.2 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.

Successor Collateral Agent. (a) The Collateral Agent may resign at any time by giving thirty (30) as Collateral Agent upon 15 days’ prior written notice thereof to Lenders the Holders and Borrower; provided, however, that the retiring Company. If the Collateral Agent shall continue to serve until a successor Collateral Agent shall have been selected and approved pursuant to this Section 13.19. Upon any such notice, Collateral Agent shall have the right to appoint, subject to the consent of Lenders, a successor Collateral Agent. Without limitation of the foregoing, if Collateral Agent becomes insolvent or commits any act or omission constituting gross negligence or willful misconduct of its duties resign as Collateral Agent hereunderunder this Agreement and the other Note Documents, then the Lenders Majority Holders, with (so long as no Default or Event of Default has occurred and is continuing) the Company’s prior written consent (not to be unreasonably withheld), shall have appoint a successor collateral agent for the right to replace the Collateral Agent. Upon the acceptance of its appointment as successor Collateral Agent hereunderHolders, the Person acting as whereupon such successor Collateral Agent collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent Agent, and the respective term “Collateral Agent” means shall mean such successor agent effective upon such appointment and approval, and the former Collateral Agent’s rights, powers and duties as Collateral Agent and shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Collateral Agent by the date that is 15 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s appointmentresignation shall nevertheless thereupon become effective, powers and the Holders shall assume and perform all of the duties in of the Collateral Agent hereunder until such capacities shall be terminated without any other further act or deed on its behalftime, if any, as the Majority Holders appoint a successor agent as provided for above. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Article 13 Section 8.11 and Section 12.2 8.5 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreementbenefit.

Successor Collateral Agent. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Borrower; provided, however, that the retiring Collateral Agent shall continue to serve until a successor Collateral Agent shall have been selected and approved pursuant to this Section 13.1913.9. Upon any such notice, Collateral Agent shall have the right to appoint, subject to the consent of Lenders, a successor Collateral Agent. Without limitation of the foregoing, if Collateral Agent becomes insolvent or commits any act or omission constituting gross negligence or willful misconduct of its duties as Collateral Agent hereunder, then the Lenders shall have the right to replace the Collateral Agent. Upon the acceptance of its appointment as successor Collateral Agent hereunder, the Person acting as such successor Collateral Agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent and the respective term “Collateral Agent” means such successor Collateral Agent and the retiring Collateral Agent’s appointment, powers and duties in such capacities shall be terminated without any other further act or deed on its behalf. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Article 13 and Section 12.2 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.

Successor Collateral Agent. The Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders the Noteholders and the Borrower; provided, however, that and the retiring Collateral Agent shall continue to serve until a successor may be removed at any time, with or without cause, by written notice received by the Collateral Agent shall have been selected and approved pursuant to this Section 13.19from the Requisite Noteholders. Upon any such noticeresignation or removal, Collateral Agent the Requisite Noteholders shall have the right to appoint, subject to on behalf of the consent of LendersNoteholders, a successor Collateral Agent. Without limitation If no successor Collateral Agent shall have been so appointed by the Requisite Noteholders and shall have accepted the appointment within 30 days after the departure of the foregoing, if Collateral Agent becomes insolvent or commits any act or omission constituting gross negligence or willful misconduct of its duties as Collateral Agent hereunderAgent, then the Lenders shall have departing Collateral Agent may appoint, on behalf of the right to replace the Noteholders, a successor Collateral Agent. Upon the acceptance of its any appointment as the Collateral Agent hereunder by a successor Collateral Agent hereunderAgent, the Person acting as such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring departing Collateral Agent, and the departing Collateral Agent and the respective term “Collateral Agent” means such successor Collateral Agent and the retiring Collateral Agent’s appointment, powers and duties in such capacities shall be terminated without any other further act or deed on discharged from its behalfduties and obligations hereunder and under the Collateral Documents. After any retiring departing Collateral Agent’s 's resignation or removal hereunder as Collateral Agent, the provisions of this Article 13 and Section 12.2 Agreement shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent hereunder and under this Agreementthe Collateral Documents.

Successor Collateral Agent. The Collateral Agent may resign as Collateral Agent hereunder at any time by giving not less than thirty (30) daysBusiness Days’ prior written notice thereof to Lenders the Borrower, the Administrative Agent and Borrower; providedthe Lenders, however, that such resignation to be effective on the retiring Collateral Agent shall continue to serve until earlier of (i) the appointment and acceptance of a successor Collateral Agent shall have been selected as provided below and approved pursuant to this Section 13.19(ii) the thirtieth (30th) Business Day following delivery of such notice. Upon any such notice, Collateral Agent shall have the right to appoint, subject to resignation of the consent of Lenders, a successor Collateral Agent. Without limitation , the Required Lenders shall appoint a financial institution of the foregoing, if Collateral Agent becomes insolvent or commits any act or omission constituting gross negligence or willful misconduct of its duties their choosing as Collateral Agent hereunder, then the Lenders shall have the right to replace the Collateral Agent. Upon the acceptance of its any appointment as Collateral Agent hereunder by a successor Collateral Agent hereunderand upon the execution and filing or recording of such instruments or notices as may be necessary or desirable, or as the Person acting as Lenders may reasonably request, in order to continue the perfection of the security interests granted or purported to be granted by the Fundamental Documents, such successor Collateral Agent shall succeed to and become vested with all the rights, powers powers, discretion, privileges, duties and duties Obligations of the retiring Collateral Agent and the respective term “Collateral Agent” means such successor Collateral Agent , and the retiring Collateral Agent’s appointment, powers and duties in such capacities Agent shall be terminated without any other further act or deed on discharged from its behalfduties and Obligations under the Fundamental Documents. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Article 13 and Section 12.2 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Credit Agreement.

Successor 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 thirty (30) days’ prior written notice thereof to the Lenders and Borrower; providedthe Borrower and may be removed at any time for cause by the Majority Lenders. Upon any such resignation or removal, however, that the retiring Majority Lenders shall have the right to appoint a successor Collateral Agent with the approval of the Borrower during any time when no Event of Default shall continue to serve until a exist. If no successor Collateral Agent shall have been selected so appointed by the Majority Lenders, and approved pursuant to this Section 13.19. Upon any shall have accepted such noticeappointment within thirty (30) days after the retiring Collateral Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Collateral Agent, then the retiring Collateral Agent shall have may, on behalf of the right to appoint, subject to the consent of Lenders, appoint a successor Collateral Agent. Without limitation Agent which shall be any Lender or a commercial bank organized under the laws of the foregoing, if Collateral Agent becomes insolvent United States of America or commits any act or omission constituting gross negligence or willful misconduct political subdivision thereof which has combined capital and reserves in excess of its duties as Collateral Agent hereunder, then the Lenders shall have the right to replace the Collateral Agent$250,000,000. Upon the acceptance of its any appointment as Collateral Agent hereunder by a successor Collateral Agent hereunderAgent, the Person acting as such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges, duties, and duties obligations of the retiring Collateral Agent and the respective term “Collateral Agent” means such successor Collateral Agent , and the retiring Collateral Agent’s appointment, powers and duties in such capacities Agent shall be terminated without any other further act or deed on discharged from its behalfduties and obligations hereunder. After any retiring Collateral Agent’s 's resignation or removal hereunder as Collateral Agent, the provisions of this Article 13 and Section 12.2 9.14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent under this AgreementAgent.

Successor Collateral Agent. The Collateral Agent may resign at any time by giving as Collateral Agent upon thirty (30) days’ prior written notice thereof to Lenders and Borrower; provided, however, that Investors. If the retiring Collateral Agent resigns under this Agreement, the Required Investors shall continue to serve until appoint from among Investors a successor Collateral Agent shall have been selected and approved pursuant to this Section 13.19. Upon any such notice, Collateral Agent shall have the right to appoint, subject to the consent of Lenders, a successor Collateral Agent. Without limitation of the foregoing, if Collateral Agent becomes insolvent or commits any act or omission constituting gross negligence or willful misconduct of its duties as Collateral Agent hereunder, then the Lenders shall have the right to replace the Collateral Agentcollateral agent for Investors. Upon the acceptance of its appointment as successor Collateral Agent collateral agent hereunder, the Person acting as such successor Collateral Agent collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent and the respective term “Collateral Agent” means shall mean such successor Collateral Agent collateral agent and the retiring Collateral Agent’s appointment, powers and duties in such capacities as Collateral Agent shall be terminated without any other further act or deed on its behalfterminated. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Article 13 and Section 12.2 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. If no successor collateral agent has accepted appointment as Collateral Agent by the 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 Investors shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Investors appoint a successor agent as provided for above.

Successor Collateral Agent. The Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders the Purchasers and Borrower; providedthe Credit Parties, however, that and the retiring Collateral Agent shall continue to serve until a successor may be removed at any time with or without cause by written notice received by the Collateral Agent shall have been selected and approved pursuant to this Section 13.19from the Super-Majority Purchasers. Upon any such noticeresignation or removal, Collateral Agent the Super-Majority Purchasers shall have the right to appoint, subject to on behalf of the consent of LendersCredit Parties and the Purchasers, a successor Collateral Agent. Without limitation of the foregoing, if If no successor Collateral Agent becomes insolvent or commits any act or omission constituting gross negligence or willful misconduct shall have been so appointed by the Super-Majority Purchasers and shall have accepted such appointment within thirty days after the retiring Collateral Agent’s giving notice of its duties as Collateral Agent hereunderresignation, then the Lenders shall have retiring Collateral Agent may appoint, on behalf of the right to replace Credit Parties and the Purchasers, a successor Collateral Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Collateral Agent shall be subject to approval by the Credit Parties, which approval shall not be unreasonably withheld. Upon the acceptance of its any appointment as the Collateral Agent hereunder by a successor Collateral Agent hereunderAgent, the Person acting as such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Collateral Agent and the respective term “Collateral Agent” means such successor Collateral Agent , and the retiring Collateral Agent’s appointment, powers and duties in such capacities Agent shall be terminated without any discharged from its duties and obligations hereunder and under the other further act or deed on its behalfRelated Documents. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Article 13 and Section 12.2 19 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent hereunder and under this Agreementthe other Related Documents.