Common use of Appointment of Successor Collateral Agent Clause in Contracts

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 In case at any such resignationtime the Collateral Agent shall resign or be removed or become incapable of acting, a successor Collateral Agent may be appointed by an Act of Specified Lenders, the Administrative Agent (acting at the request or with the consent of the Borrower unless a Secured Debt Default has occurred Required Lenders), by an instrument or instruments in writing executed by the Administrative Agent and is continuing. If no filed with such successor Collateral Agent has been and the Borrower. Until a successor Collateral Agent shall be so appointed and accepted such appointment within 15 days after by the predecessor Administrative Agent, the Borrower shall appoint a successor Collateral Agent gave notice of resignationto fill such vacancy, by an instrument in writing executed by the retiring Borrower and delivered to the successor Collateral Agent may (at the expense Agent. If all or substantially all of the Borrower)Collateral shall be in the possession of one or more receivers, at its optiontrustees, liquidators or assignees for the benefit of creditors, then such receivers, trustees, custodians, liquidators or assignees may, by an instrument in writing delivered to the successor Collateral Agent, appoint a successor Collateral Agent. Promptly after any such appointment, with the consent Borrower, or any such receivers, trustees, custodians, liquidators or assignees, as the case may be, shall give notice thereof by first class mail postage prepaid to the Administrative Agent. Any successor Collateral Agent so appointed by the Borrower, or such receivers, trustees, custodians, liquidators or assignees, shall immediately and without further act be superseded by a successor Collateral Agent appointed by the Administrative Agent. If a successor Collateral Agent shall not be appointed pursuant to this Section within thirty days after notice of the Borrower resignation or removal of the retiring Collateral Agent, the Administrative Agent or such retiring Collateral Agent (unless a Secured Debt Default has occurred and the retiring Collateral Agent is continuing, or petition a being removed) may apply to any court of competent jurisdiction for appointment of any such to appoint a 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 such court may thereupon, after such notice, if any, as it may consider proper, appoint 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 In case at any such resignationtime the Collateral Agent shall resign or be removed or become incapable of acting, a successor Collateral Agent may be appointed by an Act of Specified Lenders, the Administrative Agent (acting at the request or with the consent of the Borrower unless a Secured Debt Default has occurred Required Lenders), by an instrument or instruments in writing executed by the Administrative Agent and is continuing. If no filed with such successor Collateral Agent has been and each Company. Until a successor Collateral Agent shall be so appointed and accepted such appointment within 15 days after by the predecessor Administrative Agent, the Companies shall appoint a successor Collateral Agent gave notice of resignationto fill such vacancy, by an instrument in writing executed by the retiring Companies and delivered to the successor Collateral Agent may (at the expense Agent. If all or substantially all of the Borrower)Collateral shall be in the possession of one or more receivers, at its optiontrustees, liquidators or assignees for the benefit of creditors, then such receivers, trustees, custodians, liquidators or assignees may, by an instrument in writing delivered to the successor Collateral Agent, appoint a successor Collateral Agent. Promptly after any such appointment, with the consent Companies, or any such receivers, trustees, custodians, liquidators or assignees, as the case may be, shall give notice thereof by first class mail postage prepaid to the Administrative Agent. Any successor Collateral Agent so appointed by the Companies, or such receivers, trustees, custodians, liquidators or assignees, shall immediately and without further act be superseded by a successor Collateral Agent appointed by the Administrative Agent. If a successor Collateral Agent shall not be appointed pursuant to this Section within thirty (30) days after notice of the Borrower resignation or removal of the retiring Collateral Agent, the Administrative Agent or such retiring Collateral Agent (unless a Secured Debt Default has occurred and the retiring Collateral Agent is continuing, or petition a being removed) may apply to any court of competent jurisdiction for appointment of any such to appoint a 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 such court may thereupon, after such notice, if any, as it may consider proper, appoint 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 In case at any such resignationtime the Collateral Agent shall resign or be removed or become incapable of acting hereunder, a successor Collateral Agent may be appointed by the Required Holders, by an Act of Specified Lenders, instrument or instruments in writing executed by such holders and filed with the consent of the Borrower unless such successor Collateral Agent. Until a Secured Debt Default has occurred and is continuing. If no successor Collateral Agent has been shall be so appointed and accepted such appointment within 15 days after by the predecessor Noteholders, the Company shall appoint a successor Collateral Agent gave notice of resignationto fill such vacancy, by an instrument in writing executed by the retiring Company and delivered to the successor Collateral Agent may (at the expense Agent. If all or substantially all of the Borrower)Collateral shall be in the possession of one or more receivers, at its optiontrustees, liquidators or assignees for the benefit of creditors, then such receivers, trustees, custodians, liquidators or assignees may, by an instrument in writing delivered to the successor Collateral Agent, appoint a successor Collateral Agent. Promptly after any such appointment, with the consent Company, or any such receivers, trustees, custodians, liquidators or assignees, as the case may be, shall give notice thereof by certified or registered mail, postage prepaid, to each Noteholder and, if appropriate, the Company. Any successor Collateral Agent so appointed by the Company, or such receivers, trustees, custodians, liquidators or assignees shall immediately and without further act be superseded by a successor Collateral Agent appointed by the holders of a majority in aggregate principal amount of the Borrower Notes then outstanding. If a successor Collateral Agent shall not be appointed pursuant to this Section within six months after a vacancy shall have occurred in the office of Collateral Agent, any Noteholder or such retiring Collateral Agent (unless a Secured Debt Default has occurred and the retiring Collateral Agent is continuing, or petition a being removed) may apply to any court of competent jurisdiction for appointment of any such to appoint a 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 such court may thereupon, after such notice, if any, as it may consider proper, appoint 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 In case at any such resignationtime the Collateral Agent shall resign or be removed or become incapable of acting, a successor Collateral Agent may be appointed by an Act of Specified Lenders, the Administrative Agent (acting at the request or with the consent of the Borrower unless a Secured Debt Default has occurred Required Lenders), by an instrument or instruments in writing executed by the Administrative Agent and is continuing. If no filed with such successor Collateral Agent has been and each Company. Until a successor Collateral Agent shall be so appointed and accepted such appointment within 15 days after by the predecessor Administrative Agent, the Companies shall appoint a successor Collateral Agent gave notice of resignationto fill such vacancy, by an instrument in writing executed by the retiring Companies and delivered to the successor Collateral Agent may (at the expense Agent. If all or substantially all of the Borrower)Collateral shall be in the possession of one or more receivers, at its optiontrustees, liquidators or assignees for the benefit of creditors, then such receivers, trustees, custodians, liquidators or assignees may, by an instrument in writing delivered to the successor Collateral Agent, appoint a successor Collateral Agent. Promptly after any such appointment, with the consent Companies, or any such receivers, trustees, custodians, liquidators or assignees, as the case may be, shall give notice thereof by first class mail postage prepaid to the Administrative Agent. Any successor Collateral Agent so appointed by the Companies, or such receivers, trustees, custodians, liquidators or assignees, shall immediately and without further act be superseded by a successor Collateral Agent appointed by the R Administrative Agent. If a successor Collateral Agent shall not be appointed pursuant to this Section within thirty days after notice of the Borrower resignation or removal of the retiring Collateral Agent, the Administrative Agent or such retiring Collateral Agent (unless a Secured Debt Default has occurred and the retiring Collateral Agent is continuing, or petition a being removed) may apply to any court of competent jurisdiction for appointment of any such to appoint a 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 such court may thereupon, after such notice, if any, as it may consider proper, appoint 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 (a) The Noteholders and Credit Parties having received the notice of resignation (as required in Section 18 of the Intercreditor Agreement, other than the requirement that such notice be made at least 30 days in advance of the resignation, which requirement is hereby waived by the Noteholders and the Credit Parties in this instance only) of JPMorgan as collateral agent (in such capacity, the “Former Agent”) under the Intercreditor Agreement and other Transaction Documents, the Noteholders agree that, effective as of the date hereof, (a) JPMorgan has resigned as Collateral Agent under the Intercreditor Agreement and other Transaction Documents, and (b) SunTrust hereby is appointed (and SunTrust accepts such appointment) as successor Collateral Agent under the Intercreditor Agreement and other Transaction Documents. In accordance with Section 18 of the Intercreditor Agreement, JPMorgan is discharged from its duties and obligations under the Intercreditor Agreement and the other Transaction Documents as Collateral Agent, provided that notwithstanding the effectiveness of such resignation, a successor the provisions of the Intercreditor Agreement and similar provisions in the other Transaction Documents shall continue in effect for the benefit of JPMorgan in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent may be appointed by an Act of Specified Lendersunder the Intercreditor Agreement or the other Transaction Documents, with as applicable. The Credit Parties hereby notify the consent Noteholders, and the Noteholders and Credit Parties acknowledge, for purposes of the Borrower unless a Secured Debt Default Intercreditor Agreement, that JPMorgan has occurred resigned as “Agent” (as defined in the Intercreditor Agreement) and is continuing. If no SunTrust has accepted the appointment of successor “Agent” (as defined in the Intercreditor Agreement), effective as of the Effective Date (as defined below). (b) (i) the Collateral Agent has been so appointed and accepted such appointment within 15 days after shall bear no responsibility for any actions taken or omitted to be taken by the predecessor Former Agent while JPMorgan served as Collateral Agent gave notice of resignation, under the retiring Collateral Agent may Intercreditor Agreement and the other Transaction Documents and (at the expense ii) each of the Borrowerparties hereto authorizes (including without limitation to the extent contemplated under Section 9-509 of the Uniform Commercial Code of the State of New York (or any corollary provision of the uniform commercial code of any other state)) SunTrust, at its option, appoint a successor as Collateral Agent, to file any UCC assignments or amendments with respect to the consent UCC Financing Statements, mortgages, and other filings in respect of the Borrower unless Collateral as SunTrust deems necessary or desirable to evidence the Collateral Agent’s succession as Collateral Agent under the Intercreditor Agreement and the other Transaction Documents and each party hereto agrees to execute any documentation reasonably necessary to evidence such succession. (c) Without limiting the provisions of clause (b)(i) immediately above or any indemnification provisions set forth in the Intercreditor Agreement and the other Transaction Documents, each of the Noteholders and the Credit Parties agrees that SunTrust, in its capacity as Collateral Agent (and not in its capacity as Lender under the Credit Agreement), shall bear no responsibility or liability for any event, circumstance or condition existing on or prior to the date this Amendment becomes effective in accordance with Section 3 below (the “Effective Date”), including, without limitation, with respect to any of the Collateral, the Transaction Documents or the transactions contemplated thereby (the “Indemnified Events”). Furthermore, each Credit Party hereby agrees to indemnify and hold harmless SunTrust and each of its officers, directors, employees, agents, advisors and other representatives (each an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may at any time be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a Secured Debt Default has occurred and is continuing, or petition defense in connection therewith) any Indemnified Events except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification. The agreements contained in this clause (c) shall survive the payment of the Secured Obligations and termination of the Transaction Documents. (d) On and after the Effective Date, all items of collateral, including possessory collateral, held by the Former Agent for appointment the benefit of the Secured Parties shall be deemed to be held by the Former Agent as agent and bailee for the benefit and on behalf of SunTrust, as Collateral Agent for the benefit of the Secured Parties, until such time as such possessory collateral has been delivered to SunTrust, as Collateral Agent. Notwithstanding anything herein to the contrary, the Company and each other Credit Party which is a party hereto agrees that all of such Liens granted by any Credit Party pursuant to any Transaction Document shall in all respects be continuing and in effect and are hereby ratified and reaffirmed. Without limiting the generality of the foregoing, any reference to the Former Agent on any publicly filed document, to the extent such successor filing relates to the Liens in the Collateral assigned hereby and until such filing is modified to reflect the interests of SunTrust, as Collateral Agent, which must be shall, with respect to such Liens and security interests, constitute a commercial banking institution or trust company or a branch or agency reference to the Former Agent as collateral representative of SunTrust, as Collateral Agent. (e) It is acknowledged and agreed by each of the foregoing: (a) authorized parties hereto that SunTrust, solely in succeeding to exercise corporate agency powers; (b) having a combined capital and surplus the position 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 (exclusive of its obligations hereunder until capacity as a Lender under the earlier of Credit Agreement), (i) has undertaken no analysis of the date on which a successor Collateral Agent meeting Documents or 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) has made no determination as to (x) the date on which the Collateral Agent (validity, enforceability, effectiveness or priority of 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 Liens granted or purported to be granted pursuant to the terms hereof Collateral Documents or (y) the accuracy or sufficiency of the documents, filings, recordings and such Credit Agreement Representative other actions taken to create, perfect or maintain the existence, perfection or priority of the Liens granted or purported to be granted pursuant to the Collateral Documents. SunTrust shall be entitled to assume that, as of the benefit of date hereof, all expense reimbursement, indemnity and exculpatory provisions in the Credit Agreement Security Documents afforded Liens purported to be granted pursuant to the Collateral Documents are valid and perfected Liens having the priority intended by the Secured Parties. In addition, the Noteholders hereby agree that SunTrust shall have no liability for failing to have any of the Collateral Documents or other Transaction Documents assigned to the Collateral Agent. (f) Following the Effective Date, all notices required to be delivered to the Agent in performing such duties obligations.or Collateral Agent under the Intercreditor Agreement or any other Transaction Document shall be delivered to SunTrust at the following address: SunTrust Bank 0000 Xxxxxxxxx Xxxx Xxxxxxx, Xxxxxxx 00000 Attn: Xxxxx Wesemeier Facsimile: (000) 000-0000 With a copy to: Sun Trust Bank Agency Services 000 Xxxxxxxxx Xxxxxx, 00xx xxxxx Xxxxxxx, Xxxxxxx 00000 Attn: Xxxx Xxxxx Facsimile: (000) 000-0000

Appointment of Successor Collateral Agent. Upon In case at any such resignationtime the Collateral Agent shall resign or be removed or become incapable of acting, a successor Collateral Agent may be appointed by an Act of Specified Lenders, the Administrative Agent (acting at the request or with the consent of the Borrower unless a Secured Debt Default has occurred Required Lenders), by an instrument or instruments in writing executed by the Administrative Agent and is continuing. If no filed with such successor Collateral Agent has been and the Borrower. Until a successor Collateral Agent shall be so appointed and accepted such appointment within 15 days after by the predecessor Administrative Agent, the Borrower shall appoint a successor Collateral Agent gave notice of resignationto fill such vacancy, by an instrument in writing executed by the retiring Borrower and delivered to the successor Collateral Agent may (at the expense Agent. If all or substantially all of the Borrower)Collateral shall be in the possession of one or more receivers, at its optiontrustees, liquidators or assignees for the benefit of creditors, then such receivers, trustees, custodians, liquidators or assignees may, by an instrument in writing delivered to the successor Collateral Agent, appoint a successor Collateral Agent. Promptly after any such appointment, with the consent Borrower, or any such receivers, trustees, custodians, liquidators or assignees, as the case may be, shall give notice thereof by first class mail postage prepaid to the Administrative Agent. Any successor Collateral Agent so appointed by the Borrower, or such receivers, trustees, custodians, liquidators or assignees, shall immediately and without further act be superseded by a successor Collateral Agent appointed by the Administrative Agent. If a successor Collateral Agent shall not be appointed pursuant to this Section within thirty (30) days after notice of the Borrower resignation or removal of the retiring Collateral Agent, the Administrative Agent or such retiring Collateral Agent (unless a Secured Debt Default has occurred and the retiring Collateral Agent is continuing, or petition a being removed) may apply to any court of competent jurisdiction for appointment of any such to appoint a 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 such court may thereupon, after such notice, if any, as it may consider proper, appoint 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 In case at any such resignationtime the Collateral Agent shall resign or be removed or become incapable of acting, a successor Collateral Agent may be appointed by an Act of Specified Lenders, the Administrative Agent (acting at the request or with the consent of the Borrower unless a Secured Debt Default has occurred Required Lenders), by an instrument or instruments in writing executed by the Administrative Agent and is continuing. If no filed with such successor Collateral Agent has been and each Company. Until a successor Collateral Agent shall be so appointed and accepted such appointment within 15 days after by the predecessor Administrative Agent, the Companies shall appoint a successor Collateral Agent gave notice of resignationto fill such vacancy, by an instrument in writing executed by the retiring Companies and delivered to the successor Collateral Agent may (at the expense Agent. If all or substantially all of the Borrower)Collateral shall be in the possession of one or more receivers, at its optiontrustees, liquidators or assignees for the benefit of creditors, then such receivers, trustees, custodians, liquidators or assignees may, by an instrument in writing delivered to the successor Collateral Agent, appoint a successor Collateral Agent. Promptly after any such appointment, with the consent Companies, or any such receivers, trustees, custodians, liquidators or assignees, as the case may be, shall give notice thereof by first class mail postage prepaid to the Administrative Agent. Any successor Collateral Agent so appointed by the Companies, or such receivers, trustees, custodians, liquidators or assignees, shall immediately and without further act be superseded by a successor Collateral Agent appointed by the Administrative Agent. If a successor Collateral Agent shall not be appointed pursuant to this Section within thirty days after notice of the Borrower resignation or removal of the retiring Collateral Agent, the Administrative Agent or such retiring Collateral Agent (unless a Secured Debt Default has occurred and the retiring Collateral Agent is continuing, or petition a being removed) may apply to any court of competent jurisdiction for appointment of any such to appoint a 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 such court may thereupon, after such notice, if any, as it may consider proper, appoint 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 resignationresignation or removal, a successor Collateral Agent may be appointed by an Act of Specified LendersRequired Pari Passu Debtholders, with the consent of the Borrower Company 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 resignationresignation or was removed, the retiring Collateral Agent may (at the expense of the BorrowerCompany), at its option, appoint a successor Collateral Agent, with the consent of the Borrower Company 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: (a1) authorized to exercise corporate agency powers;; and (b2) having a combined capital and surplus of at least $100,000,000; and; (c3) 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 Pari Passu Debt Representative; provided that in case of clause (ii) above, the Credit Agreement Pari Passu Debt Representative representing the largest Series of Credit Agreement Pari Passu Debt, shall fulfill the duties and obligations of the “Collateral Agent” under the Credit Agreement Pari Passu Security Documents until a Successor successor Collateral Agent is appointed pursuant to the terms hereof and such Credit Agreement Pari Passu Debt Representative shall be entitled to the benefit of all expense reimbursement, indemnity and exculpatory provisions in the Credit Agreement Pari Passu Security Documents afforded to the Collateral Agent in performing such duties obligations.