Common use of Subject to Section 6 Clause in Contracts

Subject to Section 6. 9(a), the Trustee may not resign except upon (i) the Trustee’s determination that (A) the performance of its duties hereunder is or becomes impermissible under applicable law and (B) there is no reasonable action that the Trustee could take to make the performance of its duties hereunder permissible under applicable law or (ii) obtaining the prior written consent of the Collateral Manager prior to an Event of Default or the prior written consent of a Majority of the Controlling Class after an Event of Default (in each case, such consent shall not be unreasonably withheld); provided, however, in the case of any resignation pursuant to clause (i) or (ii) above, the Trustee shall give prompt notice of such resignation to the Issuer, the Collateral Manager, the Holders of the Notes, the holders of the Interests, and each Rating Agency. Any such determination permitting the resignation of the Trustee shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Collateral Manager and each Lender. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees satisfying the requirements of Section 6.8 by written instrument, in duplicate, executed by a Responsible Officer of the Issuer, one copy of which shall be delivered to the Trustee so resigning and one copy to the successor Trustee or Trustees, together with a copy to each Holder of the Notes, each holder of the Interests and the Collateral Manager; provided that such successor Trustee shall be appointed only upon the Act of a Majority of the Notes of each Class or, at any time when an Event of Default shall have occurred and be continuing, by an Act of a Majority of the Controlling Class. If no successor Trustee shall have been appointed and an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee or any Holder, on behalf of itself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Trustee satisfying the requirements of Section 6.8.

Subject to Section 6. 9(a), the Trustee may not resign except upon (i) the Trustee’s determination that (A) the performance of its duties hereunder is or becomes impermissible under applicable law and (B) there is no reasonable action that the Trustee could take to make the performance of its duties hereunder permissible under applicable law or (ii) obtaining the prior written consent of the Collateral Manager prior to an Event of Default or the prior written consent of a Majority of the Controlling Class after an Event of Default (in each case, such consent shall not be unreasonably withheld); provided, however, in the case of any resignation pursuant to clause (i) or (ii) above, the Trustee shall give prompt notice of such resignation to the Issuer, the Collateral Manager, the Holders of the Notes, the holders of the Interests, and each Rating AgencyXxxxx’x. Any such determination permitting the resignation of the Trustee shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Collateral Manager and each Lender. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees satisfying the requirements of Section 6.8 by written instrument, in duplicate, executed by a Responsible Officer of the Issuer, one copy of which shall be delivered to the Trustee so resigning and one copy to the successor Trustee or Trustees, together with a copy to each Holder of the Notes, each holder of the Interests and the Collateral Manager; provided that such successor Trustee shall be appointed only upon the Act of a Majority of the Notes of each Class or, at any time when an Event of Default shall have occurred and be continuing, by an Act of a Majority of the Controlling Class. If no successor Trustee shall have been appointed and an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee or any Holder, on behalf of itself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Trustee satisfying the requirements of Section 6.8.

Subject to Section 6. 9(a9(g), the Trustee Board may not resign except upon amend this Agreement at any time by written instrument; provided, however, that if any such modification, amendment or waiver would affect in any material and adverse way (a) any Qualified Noteholder, Former Qualified Noteholder, SMH Noteholder or (b) any holder of Voting Units disproportionately to any other holder of Voting Units that is similarly situated, such amendment, modification or waiver shall also require the written consent of the Qualified Noteholders, Former Qualified Noteholder, SMH Noteholder or holders of Voting Units so adversely affected, as applicable; provided, further, that (i) for so long as SMH Noteholder is entitled to appoint an Observer pursuant to Section 6.11, SMH Noteholder’s right to appoint such Observer and the Trustee’s determination that (A) the performance rights of its duties hereunder is such Observer shall not be amended or becomes impermissible under applicable law and (B) there is no reasonable action that the Trustee could take to make the performance of its duties hereunder permissible under applicable law or (ii) obtaining modified without the prior written consent of SMH Noteholder; (ii) any amendment or waiver which would affect in any material and adverse way the Collateral Manager prior to an Event of Default or the prior written consent of a Majority rights of the Controlling holders of Class after an Event A Common Units to (A) the fiduciary duties owed pursuant to Section 6.10, (B) the information rights afforded the Members pursuant to Section 8.3, (C) the provisions pertaining to the Transfer of Default Units set forth in Section 9.2, (D) the preemptive rights set forth in each caseSection 9.3, (E) the registration rights set forth in Article X, (F) the voting rights afforded such Members pursuant to Section 6.2(b) and Section 6.9(h), (G) the rights set forth in Section 9.4(b), (H) the distribution rights afforded such Members pursuant to Section 4.1, (I) the rights afforded such Members pursuant to Article XI or (J) the consent rights afforded such Members pursuant to this Article XII, shall not be unreasonably withheldamended or modified without the affirmative vote of the Members holding Class A Common Units, holding a majority of the voting power of the outstanding Class A Common Units (including, in respect of any Section referenced in the foregoing clauses (A) through (J); , any defined terms used in such Section as applied to such Section) and any definition referencing Class A Common Units shall not be amended without the affirmative vote of the Members holding a majority of the outstanding Class A Common Units, provided, howeverthat, for the avoidance of doubt, the issuance of any additional Units or creation of a new class of Units pursuant to and in accordance with Section 3.7 shall not be deemed to affect the rights and obligations of the Class A Common Units in a material or adverse way, (iii) any amendment or waiver that would affect in any material and adverse way the rights and obligations of the holders of Class C Common Units or Class M Common Units set forth in Sections 3.5, 3.6, 4.1, 9.4(b), 10.1(c) and 10.1(d) and Articles XI and XII (including any defined terms used therein as applied to such Sections) and any definition referencing Class C Common Units or Class M Common Units, shall not be amended without the affirmative vote of the Members holding such Class C Common Units or Class M Common Units, as applicable, holding, (1) in the case of the Class C Common Units, a majority of the voting power of such Class C Common Units present in person or represented by proxy and entitled to vote on the matter subject to a vote, and (2) in the case of the Class M Common Units, at least seventy five percent (75%) of the voting power of such Class M Common Units present in person or represented by proxy and entitled to vote on the matter subject to a vote; provided, further, that, for the avoidance of doubt, the issuance of any resignation additional Units or creation of a new class of Units pursuant to clause and in accordance with Section 3.7 (iand any amendment to this Agreement related thereto) or (ii) above, shall not be deemed to affect the Trustee shall give prompt notice of such resignation to the Issuer, the Collateral Manager, the Holders rights and obligations of the NotesClass C Common Units or Class M Common Units in a material or adverse way, and (iv) any amendment or waiver that would affect in any material and adverse way the rights and obligations of the holders of Class M Common Units set forth in Section 6.9(b) (including any defined terms used therein as applied to such Section) shall require the Interests, and each Rating Agency. Any such determination permitting the resignation affirmative vote of the Trustee shall be evidenced as to clause Members holding such Class M Common Units holding at least seventy five percent (i75%) above by an Opinion of Counsel to such effect delivered to the Collateral Manager and each Lender. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees satisfying the requirements of Section 6.8 by written instrument, in duplicate, executed by a Responsible Officer of the Issuer, one copy of which shall be delivered to the Trustee so resigning and one copy to the successor Trustee or Trustees, together with a copy to each Holder of the Notes, each holder of the Interests and the Collateral Manager; provided that such successor Trustee shall be appointed only upon the Act of a Majority of the Notes of each Class or, at any time when an Event of Default shall have occurred and be continuing, by an Act of a Majority of the Controlling Class. If no successor Trustee shall have been appointed and an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving voting power of such notice of resignation, Class M Common Units present in person or represented by proxy and entitled to vote on the resigning Trustee or any Holder, on behalf of itself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of matter subject to a successor Trustee satisfying the requirements of Section 6.8vote.

Subject to Section 6. 9(a2.1 above, if during the Term Landlord or any owner of Landlord's Equity Securities receives a bona fide offer ("OFFER") to purchase the Premises, or any portion thereof, or all or any portion of Landlord's Equity Securities (the "OFFERED PROPERTY"), from any person or entity, Landlord and Tenant shall take the Trustee may not resign except upon following steps prior to Landlord's acceptance of such offer: (i) Landlord shall give written notice to Tenant of its intention to accept such Offer ("OFFERING NOTICE"), which notice shall set forth the Trustee’s determination price, terms and conditions contained in the Offer that Landlord intends to accept; (ii) Within thirty (30) days after receipt of an Offering Notice, Tenant shall either (A) deliver to Landlord written notice that Tenant does not desire to purchase the Offered Property on the terms set forth in the Offering Notice, or (B) deliver to Landlord written notice of Tenant's desire to exercise its right to purchase the Offered Property on the terms set forth in the Offering Notice pursuant to this Section 6.2 ("EXERCISE NOTICE"); (iii) If Tenant delivers an Exercise Notice within such thirty (30) day period, and if the Offered Property consists of all or any portion of the Premises, Landlord as seller and Tenant as buyer shall immediately open an escrow to consummate such purchase at a national title company selected by Landlord in its reasonable discretion on the following terms: (A) the performance form of its duties hereunder is such instructions to be then signed by Landlord and Tenant shall be such title company's standard sale escrow instructions and, notwithstanding anything set forth in the Offering Notice to the contrary, shall not provide for any representations or becomes impermissible under applicable law and warranties by Landlord as seller or for any due diligence in favor of Tenant as buyer, (B) there is the purchase price shall be payable in cash by Tenant or on such other terms as are set forth in the Offering Notice with escrow to close on or before the date set forth in the Offering Notice, (C) transaction costs shall be paid as set forth in the Offering Notice, (D) at close, Landlord shall deliver title to the Offered Property subject only to those title exceptions permitted by the terms of the Offer, (E) the sale escrow instructions shall provide for an earnest money deposit in the amount set forth in the Xxxxxxxg Notice and shall further provide, to the extent so provided by the terms of the Offer, that such deposit may be retained by Landlord as liquidated damages in the event of any breach by Tenant of the terms of the escrow instructions (provided, however, such liquidated damages shall relate only to Landlord's damages by reason of a breach of the escrow instructions and shall in no reasonable action way liquidate or limit Landlord's or Tenant's damages by reason of a breach of this Lease), and (F) the escrow instructions shall otherwise be in form and substance reasonably satisfactory to Landlord. If Tenant fails to close the escrow for any reason other than a breach by Landlord, then Landlord may elect to pursue all remedies available to Landlord against Tenant under the escrow instructions or under applicable law, and the provisions of this Section 6 shall be of no further force or effect. (iv) If Tenant delivers an Exercise Notice within such thirty (30) day period, and if the Offered Property consists of all or any portion of Landlord's Equity Securities, Landlord as seller and Tenant as buyer shall consummate the sale of Landlord's Equity Securities according to the terms and conditions of the Offering Notice within sixty (60) days of Landlord's receipt of the Exercise Notice and (a) Landlord shall cause its members (partners or shareholders) to sell, transfer and assign to Tenant or its designee all such membership (partnership or shareholder) interests, equity securities and other ownership interest in the Landlord, all of which shall be free and clear of all liens and encumbrances whatsoever, (b) Tenant or its designee shall pay to said members (partners or shareholders) the purchase price set forth in the Offering Notice (prorated among said parties in accordance with their respective ownership interests), and (c) the parties hereto (and all members, partners or shareholders of Landlord) shall execute all securities purchase agreements, assignments and other documents that are reasonably necessary to consummate said transaction, which documents shall contain (x) indemnifications of such members (partners or shareholders) by Tenant for matters occurring after the Trustee could take to make the performance closing, and (y) other representations and warranties that are reasonably and customary for a transactions of such size and nature. By entering into this Lease, Landlord represents and warrants that each owner of its duties hereunder permissible under applicable law equity securities (whether now or in the future) has agreed, or will agree, to be bound by the provisions of this Section 6.2.2. (iiv) obtaining If within the prior written consent thirty (30) day period following Landlord's delivery of an Offering Notice, Tenant either delivers to Landlord the notice set forth in Section 6.2.2(ii)(A) or fails to deliver either of the Collateral Manager prior notices set forth in Section 6.2.2(ii), then for a period of six (6) months following the expiration of such fifteen (15) day period Landlord shall be free to an Event of Default sell the Offered Property on the terms set forth in the Offering Notice or the prior written consent of a Majority of the Controlling Class after an Event of Default (on any other revised terms deemed appropriate by Landlord in each case, such consent shall not be unreasonably withheld)its sole discretion; provided, however, if such other revised terms include a price that is below the price set forth in the case Offering Notice, then prior to completing any sale on such revised terms Landlord shall notify Tenant of any resignation such revised offering terms. During the fifteen (15) business day period after receipt by Tenant of such notice, Tenant shall have the right (to be exercised if at all by Tenant's execution of escrow instructions and deposit of earnest money under Section 6.2.2(iii) or by delivery xx x xotice of intent to purchase under Section 6.2.2(iv), as applicable, within such fifteen (15) business day period) to require that Landlord sell the Offered Property to Tenant on such revised offering terms. If Tenant fails to timely exercise its right as required by the preceding proviso, Landlord shall be free to sell the Offered Property to a third party on the revised offering terms. (vi) If at the end of the six (6) month period described in Section 6.2.1(iv), Landlord has not sold the Offered Property, then Landlord shall again be required to comply with the provisions of this Section 6.2 if Landlord desires to accept a third party offer to purchase the Offered Property. (vii) If an escrow is opened pursuant to clause (iSection 6.2.2(iii) or (ii) aboveand such escrow fails to close by reason of Tenant's default, the Trustee shall give prompt notice of such resignation in addition to the Issuer, the Collateral Manager, the Holders all of the Notes, the holders other rights and remedies of the Interests, and each Rating Agency. Any such determination permitting the resignation of the Trustee shall be evidenced as to clause (i) above by an Opinion of Counsel Landlord with respect to such effect delivered breach, Landlord shall thereafter be free to sell the Collateral Manager and each Lender. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees satisfying the requirements of Section 6.8 by written instrument, in duplicate, executed by a Responsible Officer of the Issuer, one copy of which shall be delivered to the Trustee so resigning and one copy to the successor Trustee or Trustees, together with a copy to each Holder of the Notes, each holder of the Interests and the Collateral Manager; provided that such successor Trustee shall be appointed only upon the Act of a Majority of the Notes of each Class or, at any time when an Event of Default shall have occurred and be continuing, by an Act of a Majority of the Controlling Class. If no successor Trustee shall have been appointed and an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee Premises or any Holder, portion thereof to any Person on behalf of itself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Trustee satisfying the requirements of terms whatsoever without being required to comply with this Section 6.86.2.

Subject to Section 6. 9(a)3.2 of this Amendment, CEI will use its commercially reasonable efforts to effect the Trustee registration of such Registrable Securities as soon as reasonably practicable. CEI shall: 6.3.5.1 Prepare and file, within thirty (30) days of the Eighth Amendment Effective Date, with the SEC a Registration Statement with respect to such Registrable Securities, make all required filings with the Financial Industry Regulatory Authority and thereafter use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable and to remain effective as provided herein; provided that, before filing a Registration Statement or any amendments or supplements thereto, CEI will, at CEI’s expense, furnish or otherwise make available to the Holders’ Counsel copies of all such documents proposed to be filed and such other documents reasonably requested by such counsel, which documents will be subject to the review and reasonable comment of such counsel at CEI’s expense, including any comment letter from the SEC with respect to such filing or the documents incorporated by reference therein, and if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such Registration Statement and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to CEI’s financial books and records, officers, accountants and other advisors; 6.3.5.2 Prepare and file with the SEC such amendments and supplements to such Registration Statement as may not resign except upon be necessary to keep such Registration Statement effective for a period of either (i) not less than if such Registration Statement relates to an underwritten offering, such period as, based upon the Trustee’s determination that opinion of counsel for the underwriters, a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or such shorter period as will terminate when all of the securities covered by such Registration Statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement (Abut in any event not before the expiration of any longer period required under the Securities Act) the performance of its duties hereunder is or becomes impermissible under applicable law and (B) there is no reasonable action that the Trustee could take to make the performance of its duties hereunder permissible under applicable law or (ii) obtaining continuously in the prior written consent case of the Collateral Manager prior to an Event of Default shelf registration statements and any shelf registration statement shall be re-filed upon its expiration (or the prior written consent of a Majority of the Controlling Class after an Event of Default (in each case, such consent shall shorter period ending on the date that the securities covered by such shelf registration statement cease to constitute Registrable Securities), and cause the related prospectus to be supplemented by any prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Registration Statement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; 6.3.5.3 Furnish to each participating Holder, and each managing underwriter, if any, such number of copies, without charge, of such Registration Statement, each amendment and supplement thereto, including each preliminary prospectus, final prospectus, any other prospectus (including any prospectus filed under Rule 424, Rule 430A or Rule 430B of the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act), all exhibits and other documents filed therewith and such other documents as such Holder or such managing underwriter may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by such Holder, and upon request a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other Governmental Authority relating to such offer; 6.3.5.4 Use commercially reasonable efforts to register or qualify (or exempt from registration or qualification) such Registrable Securities, and keep such registration or qualification (or exemption therefrom) effective, under such other securities or blue sky laws of such United States jurisdictions as any participating Holder reasonably requests and do any and all other acts and things that may be reasonably necessary or reasonably advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder (provided that, CEI will not be unreasonably withheldrequired to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction); provided; 6.3.5.5 Notify each participating Holder, howeverthe Holders’ Counsel and the managing underwriter(s), if any, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event that makes any statement made in the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement, prospectus or documents and, as soon as reasonably practicable (but subject to the delay provisions of Section 6.3.2 of this Amendment), prepare and furnish to such Holder a reasonable number of copies of a supplement or amendment to such prospectus so that, in the case of the Registration Statement, it will not contain any resignation pursuant untrue statement of material fact or omit to clause state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and that in the case of any prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statement therein, in light of the circumstances in which they were made, not misleading; 6.3.5.6 Notify each participating Holder, the Holders’ Counsel and the managing underwriter(s), if any, (i) when such Registration Statement or the prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to such Registration Statement or any post-effective amendment, when the same has become effective, (ii) aboveof any request by the SEC for amendments or supplements to such Registration Statement or to amend or to supplement such prospectus or for additional information, (iii) of the Trustee shall give prompt notice issuance by the SEC of any stop order suspending the effectiveness of such resignation Registration Statement or the initiation of any proceedings for such purpose, to the Issuerextent that it is aware of such proceedings, (iv) if at any time the Collateral Managerrepresentations and warranties of CEI contained in any underwriting agreement contemplated by Section 6.3.5.12 below cease to be true and correct in any material respect, the Holders and (v) of the Notes, receipt by CEI of any notification with respect to the holders suspension of the Interests, and each Rating Agency. Any such determination permitting the resignation qualification or exemption from qualification of any of the Trustee shall Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; 6.3.5.7 Upon the occurrence of an event contemplated in Section 6.3.5.5 of this Amendment or in Section 6.3.5.6(ii), 6.3.5.6(iii), 6.3.5.6(iv) or 6.3.5.6(v) of this Amendment (but subject to the delay provisions of Section 6.3.2 of this Amendment), prepare a supplement or amendment to the Registration Statement or supplement to the related prospectus or any document incorporated or deemed to be evidenced incorporated therein by reference, or file any other required document so that such prospectus as to clause (i) above by an Opinion of Counsel to such effect thereafter delivered to the Collateral Manager and each Lender. Upon receiving such notice participating Holders will not contain an untrue statement of resignation, a material fact or omit to state any fact necessary to make the Issuer shall promptly appoint a successor trustee or trustees satisfying statements therein not misleading in the requirements of Section 6.8 by written instrument, in duplicate, executed by a Responsible Officer light of the Issuer, one copy of circumstances under which shall they were made; 6.3.5.8 Use commercially reasonable efforts to cause all such Registrable Securities to be delivered to the Trustee so resigning and one copy to the successor Trustee or Trustees, together with a copy to listed on each Holder of the Notes, each holder of the Interests and the Collateral Manager; provided that such successor Trustee shall be appointed only upon the Act of a Majority of the Notes of each Class securities exchange on which Common Stock issued by CEI is then listed or, at if no similar securities issued by CEI are then listed on any time when an Event of Default shall have occurred and securities exchange, use its commercially reasonable efforts to cause all such Registrable Securities to be continuinglisted on the AMEX or the NASDAQ stock market, as determined by an Act of a Majority of the Controlling Class. If no successor Trustee shall have been appointed and an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee or any Holder, on behalf of itself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Trustee satisfying the requirements of Section 6.8.CEI;

Subject to Section 6. 9(a2.1 above, Prometheus shall create and develop, at its sole expense, all Promotional Materials used to Promote the Product. All such Promotional Material will contain a registered trademark symbol associated with the Product name (i.e., ENTOCORT® EC). Prometheus shall Promote the Product using only Promotional Materials and other activities that comply with the Regulatory Approvals for the Product in the Territory, the Trustee may most recent prescribing information for the Product as approved by the Regulatory Authorities, and in compliance with any other applicable Laws in the Territory from time to time and in compliance in all material respects with the code of practice set forth in Schedule H (Prometheus Marketing Code of Practice) (the "Prometheus Code"). For purposes of ensuring compliance with the foregoing requirements, Prometheus shall use its Diligent Efforts to provide AstraZeneca (on at least a Quarterly basis) with a schedule and timetable of specimens of Promotional Materials it anticipates submitting to AstraZeneca for review and approval hereunder (such approval not resign except upon to be unreasonably withheld or delayed) and shall then provide to the individuals nominated by AstraZeneca, copies of all specimens of Promotional Materials including any press release or managed care items that it intends to use prior to their use. AstraZeneca shall immediately acknowledge receipt of such materials in writing which shall for this purpose include notification by electronic mail. Prometheus shall not use such Promotional Materials unless and until AstraZeneca has given its prior written approval of specimens of such Promotional Materials, such approval not to be unreasonably withheld or delayed. AstraZeneca shall respond to the request for approval as soon as reasonably practicable, but in any event AstraZeneca will provide feedback within thirty (30) days of its receipt of such materials, including an explanation for any rejection or delay. In the event that AstraZeneca does not respond within thirty (30) days of its receipt of a request for approval, the Promotional Materials for which the request was made shall be deemed to have been approved for purposes of this Section 6.2.2. Prometheus acknowledges and agrees that notwithstanding any review and approval or deemed approval by AstraZeneca of any Promotional Materials, AstraZeneca shall have no liability whatsoever to Prometheus or any other Person in connection with Promotional Materials created by Prometheus hereunder and Prometheus shall provide indemnification to AstraZeneca pursuant to Article 26 (Indemnification) in connection with such Promotional Materials created by Prometheus hereunder and/or their use by Prometheus (but not their use by AstraZeneca). The foregoing indemnity obligation shall not apply to Promotional Materials (i) supplied by AstraZeneca to Prometheus (subject to the Trustee’s determination that (A) carve-out set forth in the performance last sentence of its duties hereunder is or becomes impermissible under applicable law and (B) there is no reasonable action that the Trustee could take to make the performance of its duties hereunder permissible under applicable law or Section 6.2.1), (ii) obtaining to the prior written consent extent the Trademarks and/or the Brand Essence is the cause of the Collateral Manager prior liability, (iii) that have been changed per AstraZeneca's request (to an Event the extent that such change caused the liability), (iv) as has been mutually agreed upon by the Parties, or (v) to the extent such liability is a result of Default any breach of any representation, warranty or covenant of AstraZeneca hereunder or any failure by AstraZeneca to provide any information to Prometheus relating to the prior written consent of a Majority Regulatory Approvals or any submissions or communications received by AstraZeneca from any Governmental Authority in the Territory; to the extent that any of the Controlling Class after an Event of Default (in each caseforegoing shall apply, such consent then AstraZeneca shall not be unreasonably withheld); provided, however, in the case of any resignation provide indemnification to Prometheus pursuant to clause Article 26 (i) or (ii) above, the Trustee shall give prompt notice of such resignation to the Issuer, the Collateral Manager, the Holders of the Notes, the holders of the Interests, and each Rating Agency. Any such determination permitting the resignation of the Trustee shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Collateral Manager and each Lender. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees satisfying the requirements of Section 6.8 by written instrument, in duplicate, executed by a Responsible Officer of the Issuer, one copy of which shall be delivered to the Trustee so resigning and one copy to the successor Trustee or Trustees, together with a copy to each Holder of the Notes, each holder of the Interests and the Collateral Manager; provided that such successor Trustee shall be appointed only upon the Act of a Majority of the Notes of each Class or, at any time when an Event of Default shall have occurred and be continuing, by an Act of a Majority of the Controlling Class. If no successor Trustee shall have been appointed and an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee or any Holder, on behalf of itself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Trustee satisfying the requirements of Section 6.8Indemnification).