Appointment of Successor Collateral Agent. Upon any such resignation, a successor Collateral Agent may be appointed by an Act of Specified Lenders, with the consent of the Borrower unless a Secured Debt Default has occurred and is continuing. If no successor Collateral Agent has been so appointed and accepted such appointment within 15 days after the predecessor Collateral Agent gave notice of resignation, the retiring Collateral Agent may (at the expense of the Borrower), at its option, appoint a successor Collateral Agent, with the consent of the Borrower unless a Secured Debt Default has occurred and is continuing, or petition a court of competent jurisdiction for appointment of any such successor Collateral Agent, which must be a commercial banking institution or trust company or a branch or agency of the foregoing:
(a) authorized to exercise corporate agency powers;
(b) having a combined capital and surplus of at least $100,000,000; and
(c) maintaining an office or branch in the United States (or any State thereof). The Collateral Agent will fulfill its obligations hereunder until the earlier of (i) the date on which a successor Collateral Agent meeting the requirements of this Section 7.2 has accepted its appointment as Collateral Agent and the provisions of Section 7.3 have been satisfied or (ii) the date on which the Collateral Agent (or any of its Affiliates) no longer serves as a Credit Agreement Representative; provided that in case of clause (ii) above, the Credit Agreement Representative representing the largest Series of Credit Agreement Debt, shall fulfill the duties and obligations of the “Collateral Agent” under the Credit Agreement Security Documents until a Successor Collateral Agent is appointed pursuant to the terms hereof and such Credit Agreement Representative shall be entitled to the benefit of all expense reimbursement, indemnity and exculpatory provisions in the Credit Agreement Security Documents afforded to the Collateral Agent in performing such duties obligations.
Appointment of Successor Collateral Agent. Upon any such resignation or removal, a successor Collateral Agent may be appointed by an Act of Required Secured Debtholders; provided that, so long as no Secured Debt Default has occurred and is continuing, such successor Collateral Agent shall be reasonably acceptable to the Company. If no successor Collateral Agent has been so appointed and accepted such appointment within 10 days after the predecessor Collateral Agent gave notice of resignation or was removed, the retiring Collateral Agent may (at the expense of the Company), at its option, appoint a successor Collateral Agent reasonably acceptable to the Company (but only if no Secured Debt Default has occurred and is continuing), or petition a court of competent jurisdiction for appointment of any such successor Collateral Agent, which must be a bank or trust company:
(1) authorized to exercise corporate agency powers;
(2) having a combined capital and surplus of at least $500,000,000; and
(3) maintaining an office in New York, New York. The Collateral Agent will fulfill its obligations hereunder until a successor Collateral Agent meeting the requirements of this Section 7.2 has accepted its appointment as Collateral Agent and the provisions of Section 7.3 have been satisfied.
Appointment of Successor Collateral Agent. Upon any such resignation or removal, a successor Collateral Agent reasonably acceptable to the Issuers and the other Grantors may be appointed by an Act of Required Secured Parties. If no successor Collateral Agent has been so appointed and accepted such appointment within 30 days after the predecessor Collateral Agent gave notice of resignation or was removed, the retiring Collateral Agent may (at the expense of the Issuers), at its option, appoint a successor Collateral Agent, or petition a court of competent jurisdiction for appointment of a successor Collateral Agent, which must be a bank or trust company:
(1) authorized to exercise corporate agency or trust powers;
(2) having a combined capital and surplus of at least $500,000,000; and
(3) that is not an Issuer or an Affiliate of the Issuers. The Collateral Agent will fulfill its obligations hereunder until a successor Collateral Agent meeting the requirements of this Section 6.2 has accepted its appointment as Collateral Agent and the provisions of Section 6.3 have been satisfied.
Appointment of Successor Collateral Agent. Upon any such resignation or removal, a successor Collateral Agent may be appointed by an Act of Required Secured Parties. If no successor Collateral Agent has been so appointed and accepted such appointment within 60 days after the predecessor Collateral Agent gave notice of resignation or was removed, the retiring Collateral Agent may (at the expense of the Issuer), at its option, appoint a successor Collateral Agent, or petition a court of competent jurisdiction for appointment of a successor Collateral Agent, which must be a bank or trust company:
(1) duly authorized to perform its obligations under this Agreement and the other Parity Lien Documents;
(2) having a combined capital and surplus of at least $500,000,000;
(3) maintaining an office in New York, New York; and
(4) that is not the Issuer or an Affiliate of the Issuer. The Collateral Agent will fulfill its obligations hereunder until a successor Collateral Agent meeting the requirements of this Section 6.2 has accepted its appointment as Collateral Agent and the provisions of Section 6.3 have been satisfied.
Appointment of Successor Collateral Agent. Upon any such resignation or removal, a successor Collateral Agent may be appointed, after consultation with the Borrower (unless a Secured Debt Default has occurred and is continuing), by an Act of Required Secured Parties. If no successor Collateral Agent has been so appointed and accepted such appointment within 30 days after the predecessor Collateral Agent gave notice of resignation or was removed, the retiring Collateral Agent may (at the expense of the Borrower), at its option, appoint a successor Collateral Agent, or petition a court of competent jurisdiction for appointment of a successor Collateral Agent, which must be a bank or trust company:
(1) authorized to exercise corporate trust powers;
(2) having a combined capital and surplus of at least $500,000,000; and
(3) that is not a Secured Debt Representative, the Borrower or an Affiliate of the Borrower. The Collateral Agent will fulfill its obligations hereunder until a successor Collateral Agent meeting the requirements of this Section 6.2 has accepted its appointment as Collateral Agent and the provisions of Section 6.3 have been satisfied.
Appointment of Successor Collateral Agent. Upon any such resignation or removal, a successor Collateral Agent may be appointed by the Trustee, a Term Loan Agent and the Swap Representative, acting jointly, or by the instructions of the Directing Creditors, in each case with the consent of DRI. If no successor Collateral Agent shall have been so appointed and shall have accepted such appointment within 45 days after the predecessor Collateral Agent gave notice of resignation or was removed, the retiring Collateral Agent may appoint a successor Collateral Agent, or petition a court of competent jurisdiction for appointment of a successor Collateral Agent, which shall be a bank or trust company (i) authorized to exercise corporate trust powers, (ii) acceptable to the Trustee and a Term Loan Agent (or, if the Note/Term Obligations have been repaid in full, the Swap Representative), (iii) having a combined capital and surplus of at least $50,000,000 and (iv) maintaining an office in New York, New York.
Appointment of Successor Collateral Agent. Pursuant to Section 8.10 of the Existing DIP Credit Agreement, (i) Citicorp USA, Inc. hereby resigns as the collateral agent under the Loan Documents, (ii) each DIP Lender hereby appoints Citicorp North America, Inc. as the successor collateral agent under the Loan Documents, (iii) the Borrowers hereby acknowledge that such appointment is reasonably satisfactory to them, and (iv) Citicorp North America, Inc. hereby accepts such appointment as the collateral agent under the Loan Documents, in each case, effective as of the Restatement Effective Date.
Appointment of Successor Collateral Agent. Upon any such resignation or removal, a successor Collateral Agent may be appointed by the Required Holders. If no successor Collateral Agent has been so appointed and accepted such appointment within 30 days after the predecessor Collateral Agent gave notice of resignation or was removed, the retiring Collateral Agent may (at the expense of the Company), at its option, petition a court of competent jurisdiction for appointment of a successor Collateral Agent. The Collateral Agent will fulfill its obligations hereunder until a successor Collateral Agent has accepted its appointment as Collateral Agent and the provisions of clause (c) have been satisfied.
Appointment of Successor Collateral Agent. Upon any resignation or removal of any Collateral Agent, a successor Collateral Agent may be appointed by the Trustee and the Additional Senior Secured Debt Representative, acting jointly, or by the instructions of the Directing Creditors, in each case with the consent (not to be unreasonably withheld) of the Company; provided that such consent shall not be required if the successor Collateral Agent is the Trustee or any Additional Senior Secured Debt Representative. If no successor Collateral Agent shall have been so appointed and shall have accepted such appointment within 45 days after the predecessor Collateral Agent gave notice of resignation or was removed, the retiring Collateral Agent may appoint a successor Collateral Agent, or petition a court of competent jurisdiction for appointment of a successor Collateral Agent, which shall be a bank or trust company (i) authorized to exercise corporate trust powers, (ii) acceptable to the Trustee and the Additional Senior Secured Debt Representative (or, if the Notes Priority Lien Debt Obligations have been repaid in full, the Swap Representative), (iii) having a combined capital and surplus of at least $50,000,000 and (iv) maintaining an office in New York, New York.
Appointment of Successor Collateral Agent. Upon any such resignation or removal, a successor Collateral Agent may be appointed by an Act of Instructing Debtholders. If no successor Collateral Agent has been so appointed and accepted such appointment within 30 days after the predecessor Collateral Agent gave notice of resignation or was removed, the retiring Collateral Agent may (at the expense of the Company), at its option, appoint a successor Collateral Agent, or petition a court of competent jurisdiction for appointment of a successor Collateral Agent, which must be a chartered bank or trust company:
(a) authorized to exercise corporate trust powers;
(b) maintaining an office in Toronto, Ontario;
(c) authorized to carry on business in each jurisdiction where the Collateral is located; and
(d) that is not a Secured Debt Representative. The Collateral Agent will fulfill its obligations hereunder until a successor Collateral Agent meeting the requirements of this Section 6.2 has accepted its appointment as Collateral Agent and the provisions of Section 6.3 have been satisfied.
