Common use of Appointment of Successor Collateral Agent Clause in Contracts

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 may be appointed by an Act of Required Secured Debtholdersthe Company acting reasonably; provided thatsuch successor Collateral Agent meets the requirements of a successor Collateral Agent set forth in this Section 5.2; provided further, so long as no Secured Debt that if an Event of Default has occurred and is continuing, such successor Collateral Agent appointment shall be reasonably acceptable to made by the CompanyTrustees, acting jointly. If no successor Collateral Agent has shall have been so appointed and shall have accepted such appointment within 10 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 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 a successor Collateral Agent, which must shall be a bank or trust company: company (1i) authorized to exercise corporate agency trust powers; , (2ii) having a combined capital and surplus of at least $500,000,000; and 250,000,000, and (3iii) 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 5.2 has accepted its appointment as Collateral Agent and the provisions of Section 7.3 5.3 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 Debtholders; the Company acting reasonably, provided that, so long as no Secured Debt Default has occurred and is continuing, such successor Collateral Agent meets the requirements of a successor Collateral Agent set forth in this Section 5.2; provided further, that if an Event of Default has occurred, such appointment shall be reasonably acceptable to made by the CompanyTrustee and the Administrative Agent, acting jointly. If no successor Collateral Agent has shall have been so appointed and shall have accepted such appointment within 10 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 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 a successor Collateral Agent, which must shall be a bank or trust company: company (1i) authorized to exercise corporate agency trust powers; , (2ii) having a combined capital and surplus of at least $500,000,000; and US$250,000,000, and (3iii) 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 5.2 has accepted its appointment as Collateral Agent and the provisions of Section 7.3 5.3 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 Debtholdersthe Company acting reasonably; provided thatsuch successor Collateral Agent meets the requirements of a successor Collateral Agent set forth in this Section 5.2; provided further, so long as no Secured Debt that if an Event of Default has occurred and is continuing, such successor Collateral Agent appointment shall be reasonably acceptable to made by the CompanyPriority Facility Agent, the Trustee and the Working Capital Facility Agent, acting jointly. If no successor Collateral Agent has shall have been so appointed and shall have accepted such appointment within 10 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 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 a successor Collateral Agent, which must shall be a bank or trust company: company (1i) authorized to exercise corporate agency trust powers; , (2ii) having a combined capital and surplus of at least $500,000,000; and US$250,000,000, and (3iii) 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 5.2 has accepted its appointment as Collateral Agent and the provisions of Section 7.3 5.3 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 Debtholdersthe Company acting reasonably; provided thatsuch successor Collateral Agent meets the requirements of a successor Collateral Agent set forth in this Section 5.2; provided further, so long as no Secured Debt that if an Event of Default has occurred and is continuing, such successor Collateral Agent appointment shall be reasonably acceptable to made by the CompanyTrustees, acting jointly. If no successor Collateral Agent has shall have been so appointed and shall have accepted such appointment within 10 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 reasonably acceptable to the Company (but only if no Secured Debt Default has occurred and is continuing), or petition a court of competent jurisdiction JURISDICTION for appointment of any such a successor Collateral Agent, which must shall be a bank or trust company: company (1i) authorized to exercise corporate agency trust powers; , (2ii) having a combined capital and surplus of at least $500,000,000; and 250,000,000, and (3iii) 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 5.2 has accepted its appointment as Collateral Agent and the provisions of Section 7.3 5.3 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 Debtholdersthe Company acting reasonably; provided thatsuch successor Collateral Agent meets the requirements of a successor Collateral Agent set forth in this Section 5.2; provided further, so long as no Secured Debt that if an Event of Default has occurred and is continuing, such successor Collateral Agent appointment shall be reasonably acceptable to made by the CompanyTrustee and the Working Capital Facility Agent, acting jointly. If no successor Collateral Agent has shall have been so appointed and shall have accepted such appointment within 10 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 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 a successor Collateral Agent, which must shall be a bank or trust company: company (1i) authorized to exercise corporate agency trust powers; , (2ii) having a combined capital and surplus of at least $500,000,000; and US$250,000,000, and (3iii) 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 5.2 has accepted its appointment as Collateral Agent and the provisions of Section 7.3 5.3 have been satisfied.

Appointment of Successor Collateral Agent. Upon any such resignation resignation, discharge or removal, a successor Collateral Agent may be appointed by an Act of Required Secured Debtholders; provided thatDebtholders with, so long as no Secured Debt Default has occurred and is continuing, such successor Collateral Agent the consent of the Company (which consent shall not be reasonably acceptable to the Companyunreasonably withheld). If no successor Collateral Agent has been so appointed and accepted such appointment within 10 30 days after the predecessor Collateral Agent gave notice of resignation or was removedremoved or discharged, 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)Agent, or petition a court of competent jurisdiction for appointment of any such a successor Collateral Agent, which . The Collateral Agent must be a bank or trust company: : (1a) authorized to exercise corporate agency trust powers; ; (2b) having a combined capital and surplus of at least $500,000,00050.0 million; and and (3c) 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; provided, however, that the initial Collateral Agent hereunder shall have no obligation to fulfill any obligations hereunder upon its automatic discharge pursuant to Section 7.1(b).