Common use of Successor Collateral Agent Clause in Contracts

Successor Collateral Agent. The Collateral Agent may resign as collateral agent hereunder by giving not less than 30 days’ prior written notice to the Trustee and the Holders of the Notes. If the Collateral Agent shall resign as collateral agent under this Agreement, then either (a) a successor collateral agent shall be appointed pursuant to the Indenture, or (b) if a successor collateral agent shall not have been so appointed and approved within the 30 day period following the Collateral Agent’s notice to the Trustee and the Holders of the Notes of its resignation, then the Collateral Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor collateral agent that shall serve as collateral agent until such time as a successor collateral agent is appointed pursuant to the Indenture. Upon its appointment, such successor collateral agent shall succeed to the rights, powers and duties as collateral agent, and the term “Collateral Agent” under this Agreement and “Collateral Agent” under this Agreement and any other Collateral Document shall mean such successor, effective upon its appointment, and the former collateral agent’s rights, powers and duties as collateral agent shall be terminated without any other or further act or deed on the part of such former collateral agent or any of the parties to this Agreement.

Successor Collateral Agent. The Collateral Agent may resign as collateral agent hereunder at any time by giving not less than 30 thirty (30) days’ prior written notice thereof to Lenders and Borrower; provided, however, that the Trustee and the Holders of the Notes. If the retiring Collateral Agent shall resign continue to serve until a successor Collateral Agent shall have been selected and approved pursuant to this Section 13.19. Upon any such notice, Collateral Agent shall have the right to appoint, subject to the consent of Lenders, a successor Collateral Agent. Without limitation of the foregoing, if Collateral Agent becomes insolvent or commits any act or omission constituting gross negligence or willful misconduct of its duties as collateral agent under this AgreementCollateral Agent hereunder, then either (a) a successor collateral agent the Lenders shall be appointed pursuant have the right to the Indenture, or (b) if a successor collateral agent shall not have been so appointed and approved within the 30 day period following replace the Collateral Agent’s notice to . Upon the Trustee and the Holders of the Notes acceptance of its resignation, then the appointment as successor Collateral Agent may petitionhereunder, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor collateral agent that shall serve Person acting as collateral agent until such time as a successor collateral agent is appointed pursuant to the Indenture. Upon its appointment, such successor collateral agent Collateral Agent shall succeed to all the rights, powers and duties as collateral agent, of the retiring Collateral Agent and the respective term “Collateral Agent” under this Agreement means such successor Collateral Agent and “the retiring Collateral Agent” under this Agreement and any other Collateral Document shall mean such successor, effective upon its ’s appointment, and the former collateral agent’s rights, powers and duties as collateral agent in such capacities shall be terminated without any other or further act or deed on its behalf. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the part provisions of such former collateral agent this Article 13 and Section 12.2 shall inure to its benefit as to any actions taken or any of the parties omitted to be taken by it while it was Collateral Agent under this Agreement.

Successor Collateral Agent. The Collateral Agent may resign as collateral agent hereunder by giving not less than 30 upon 20 days’ prior written notice to the Trustee Lenders and the Holders Company. If Required Lenders deem it advisable, they may terminate the Collateral Agent’s authority to act on behalf of the NotesLenders pursuant to this Article III upon 20 days’ prior written notice to the other Lenders and the Company. If the Collateral Agent shall resign as collateral agent under resigns, or if its authority to act on behalf of the Lenders is terminated, pursuant to this AgreementSection 3.7, then either (a) Required Lenders shall appoint, from among the Lenders, a successor collateral agent, which successor collateral agent shall be appointed pursuant to approved by the Indenture, or Company (b) if a successor collateral agent which approval shall not have been so appointed and approved within the 30 day period following the Collateral Agent’s notice to the Trustee and the Holders of the Notes of its resignationbe withheld unreasonably), then the Collateral Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor collateral agent that shall serve as collateral agent until such time as a successor collateral agent is appointed pursuant to the Indenture. Upon its appointment, whereupon such successor collateral agent shall succeed to the rights, powers and duties as collateral agentof the Collateral Agent, and the term “Collateral Agent” under this Agreement and “Collateral Agent” under this Agreement and any other Collateral Document shall mean such successor, successor collateral agent effective upon its appointmentsuch appointment and approval, and whereupon the former collateral agentCollateral Agent’s rights, powers and duties as collateral agent shall be terminated terminated, without any other or further act or deed on the part of such former collateral agent or any of the parties former Collateral Agent, the Lenders or the Company. After its resignation or termination as collateral agent, the provisions of this Article III shall inure to the benefit of any former Collateral Agent with respect to any and all of its actions or omissions while it acted as collateral agent under this Agreement and the Share Pledge Agreement.

Successor Collateral Agent. The Collateral Agent may resign as collateral agent hereunder at any time by giving not less than 30 thirty (30) days’ prior written notice thereof to Lenders and Borrower; provided, however, that the Trustee and the Holders of the Notes. If the retiring Collateral Agent shall resign continue to serve until a successor Collateral Agent shall have been selected and approved pursuant to this Section 13.9. Upon any such notice, Collateral Agent shall have the right to appoint, subject to the consent of Lenders, a successor Collateral Agent. Without limitation of the foregoing, if Collateral Agent become insolvent or commits any act or omission constituting gross negligence or willful misconduct of its duties as collateral agent under this AgreementCollateral Agent hereunder, then either (a) a successor collateral agent the Lenders shall be appointed pursuant have the right to the Indenture, or (b) if a successor collateral agent shall not have been so appointed and approved within the 30 day period following replace the Collateral Agent’s notice to . Upon the Trustee and the Holders of the Notes acceptance of its resignation, then the appointment as successor Collateral Agent may petitionhereunder, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor collateral agent that shall serve Person acting as collateral agent until such time as a successor collateral agent is appointed pursuant to the Indenture. Upon its appointment, such successor collateral agent Collateral Agent shall succeed to all the rights, powers and duties as collateral agent, of the retiring Collateral Agent and the respective term “Collateral Agent” under this Agreement means such successor Collateral Agent and “the retiring Collateral Agent” under this Agreement and any other Collateral Document shall mean such successor, effective upon its ’s appointment, and the former collateral agent’s rights, powers and duties as collateral agent in such capacities shall be terminated without any other or further act or deed on its behalf. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the part provisions of such former collateral agent this Article 13 and Sections 2.3(d) and 12.2 shall inure to its benefit as to any actions taken or any of the parties omitted to be taken by it while it was Collateral Agent under this Agreement.

Successor Collateral Agent. The Collateral Agent may resign as collateral agent hereunder at any time by giving not less than 30 days’ prior written notice to the Trustee Purchasers and the Holders of the Notes. If Credit Parties, and the Collateral Agent may be removed at any time with or without cause by written notice received by the Collateral Agent from the Super-Majority Purchasers. Upon any such resignation or removal, the Super-Majority Purchasers shall resign as collateral agent under this Agreementhave the right to appoint, then either (a) on behalf of the Credit Parties and the Purchasers, a successor collateral agent Collateral Agent. If no successor Collateral Agent shall be appointed pursuant to the Indenture, or (b) if a successor collateral agent shall not have been so appointed by the Super-Majority Purchasers and approved shall have accepted such appointment within thirty days after the 30 day period following the retiring Collateral Agent’s giving notice to the Trustee and the Holders of the Notes of its resignation, then the retiring Collateral Agent may petitionappoint, at the expense on behalf of the CompanyCredit Parties and the Purchasers, any court of competent jurisdiction for the appointment of a successor collateral agent that Collateral Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Collateral Agent shall serve be subject to approval by the Credit Parties, which approval shall not be unreasonably withheld. Upon the acceptance of any appointment as collateral agent until such time as the Collateral Agent hereunder by a successor collateral agent is appointed pursuant to the Indenture. Upon its appointmentCollateral Agent, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties as collateral agentof the retiring Collateral Agent, and the term “retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Related Documents. After any retiring Collateral Agent” under this Agreement and “’s resignation hereunder as Collateral Agent” , the provisions of this Section 19 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent hereunder and under this Agreement and any the other Collateral Document shall mean such successor, effective upon its appointment, and the former collateral agent’s rights, powers and duties as collateral agent shall be terminated without any other or further act or deed on the part of such former collateral agent or any of the parties to this AgreementRelated Documents.

Successor Collateral Agent. The Collateral Agent may resign as collateral agent Collateral Agent hereunder at any time by giving not less than 30 daysthirty (30) Business Days’ prior written notice to the Trustee Borrower, the Administrative Agent and the Holders Lenders, such resignation to be effective on the earlier of (i) the appointment and acceptance of a successor Collateral Agent as provided below and (ii) the thirtieth (30th) Business Day following delivery of such notice. Upon the resignation of the NotesCollateral Agent, the Required Lenders shall appoint a financial institution of their choosing as Collateral Agent hereunder. If Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent and upon the execution and filing or recording of such instruments or notices as may be necessary or desirable, or as the Lenders may reasonably request, in order to continue the perfection of the security interests granted or purported to be granted by the Fundamental Documents, such successor Collateral Agent shall resign as collateral agent under this Agreementsucceed to and become vested with all the rights, then either (a) a successor collateral agent powers, discretion, privileges, duties and Obligations of the retiring Collateral Agent, and the retiring Collateral Agent shall be appointed pursuant to discharged from its duties and Obligations under the Indenture, or (b) if a successor collateral agent shall not have been so appointed and approved within the 30 day period following the Fundamental Documents. After any retiring Collateral Agent’s notice resignation hereunder as Collateral Agent, the provisions of this Article 10 shall inure to the Trustee and the Holders of the Notes of its resignation, then the benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor collateral agent that shall serve as collateral agent until such time as a successor collateral agent is appointed pursuant to the Indenture. Upon its appointment, such successor collateral agent shall succeed to the rights, powers and duties as collateral agent, and the term “Collateral Agent” under this Agreement and “Collateral Agent” under this Agreement and any other Collateral Document shall mean such successor, effective upon its appointment, and the former collateral agent’s rights, powers and duties as collateral agent shall be terminated without any other or further act or deed on the part of such former collateral agent or any of the parties to this Credit Agreement.

Successor Collateral Agent. The Collateral Agent may resign as collateral agent hereunder by giving not less than 30 Collateral Agent under the Loan Documents upon thirty (30) days’ prior written ' notice to the Trustee and the Holders of the NotesLenders. If the Collateral Agent shall resign as collateral agent under this Agreement, then either (a) a successor collateral agent shall be appointed pursuant to the Indenture, or (b) if a successor collateral agent shall not have been so appointed and approved within the 30 day period following the Collateral Agent’s notice to the Trustee and the Holders of the Notes of its resignationresign, then the Required Benefited Creditors (as determined by excluding the Benefited Creditor resigning as Collateral Agent may petitionAgent) shall (with, at so long as there shall not exist and be continuing an Event of Default, the expense consent of the CompanyBorrowers, any court of competent jurisdiction for such consent not to be unreasonably withheld or delayed) appoint a successor agent or, if such Required Benefited Creditors are unable to agree on the appointment of a successor collateral agent that agent, the Collateral Agent shall serve as collateral agent until such time as appoint a successor collateral agent is appointed pursuant to for the Indenture. Upon its appointment, Lenders and the other Benefited Creditors whereupon such successor collateral agent shall succeed to the rights, powers and duties as collateral agentof the Collateral Agent, and the term “"Collateral Agent” under this Agreement and “Collateral Agent” under this Agreement and any other Collateral Document " shall mean such successor, successor agent effective upon its appointment, and the former collateral agent’s Collateral Agent's rights, powers and duties as collateral agent Collateral Agent shall be terminated terminated, without any other or further act or deed on the part of such former collateral agent Collateral Agent or any of the parties to this AgreementAgreement or any of the Loan Documents or successors thereto. After any retiring Collateral Agent's resignation hereunder as Collateral Agent, the provisions of the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under the Loan Documents.

Successor Collateral Agent. The Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign as collateral agent hereunder at any time by giving not less than 30 days’ prior written notice thereof to the Trustee Lenders and the Holders Borrower and may be removed at any time for cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Collateral Agent with the approval of the NotesBorrower during any time when no Event of Default shall exist. If the no successor Collateral Agent shall resign as collateral agent under this Agreement, then either (a) a successor collateral agent shall be appointed pursuant to the Indenture, or (b) if a successor collateral agent shall not have been so appointed by the Majority Lenders, and approved shall have accepted such appointment within thirty (30) days after the 30 day period following retiring Collateral Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent which shall be any Lender or a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of $250,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties, and obligations of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Section 9.14 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent’s notice to the Trustee and the Holders of the Notes of its resignation, then the Collateral Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor collateral agent that shall serve as collateral agent until such time as a successor collateral agent is appointed pursuant to the Indenture. Upon its appointment, such successor collateral agent shall succeed to the rights, powers and duties as collateral agent, and the term “Collateral Agent” under this Agreement and “Collateral Agent” under this Agreement and any other Collateral Document shall mean such successor, effective upon its appointment, and the former collateral agent’s rights, powers and duties as collateral agent shall be terminated without any other or further act or deed on the part of such former collateral agent or any of the parties to this Agreement.

Successor Collateral Agent. The Collateral Agent may resign as collateral agent hereunder at any time by giving not less than 30 days’ prior written notice thereof to the Trustee Noteholders and the Holders of the Notes. If Borrower, and the Collateral Agent may be removed at any time, with or without cause, by written notice received by the Collateral Agent from the Requisite Noteholders. Upon any resignation or removal, the Requisite Noteholders shall resign as collateral agent under this Agreementhave the right to appoint, then either (a) on behalf of the Noteholders, a successor collateral agent Collateral Agent. If no successor Collateral Agent shall be appointed pursuant to the Indenture, or (b) if a successor collateral agent shall not have been so appointed by the Requisite Noteholders and approved shall have accepted the appointment within 30 days after the 30 day period following departure of the Collateral Agent’s notice to the Trustee and the Holders of the Notes of its resignation, then the departing Collateral Agent may petitionappoint, at the expense on behalf of the CompanyNoteholders, any court of competent jurisdiction for the appointment of a successor collateral agent that shall serve Collateral Agent. Upon the acceptance of any appointment as collateral agent until such time as the Collateral Agent hereunder by a successor collateral agent is appointed pursuant to Collateral Agent, the Indenture. Upon its appointment, such successor collateral agent Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties as collateral agentof the departing Collateral Agent, and the term “departing Collateral Agent shall be discharged from its duties and obligations hereunder and under the Collateral Documents. After any departing Collateral Agent” under 's resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent hereunder and “under the Collateral Agent” under this Agreement and any other Collateral Document shall mean such successor, effective upon its appointment, and the former collateral agent’s rights, powers and duties as collateral agent shall be terminated without any other or further act or deed on the part of such former collateral agent or any of the parties to this AgreementDocuments.

Successor Collateral Agent. The Collateral Agent may resign as collateral agent hereunder at any time by giving not less than 30 thirty (30) days’ prior written notice thereof to Lenders and Borrower; provided, however, that the Trustee and the Holders of the Notes. If the retiring Collateral Agent shall resign continue to serve until a successor Collateral Agent shall have been selected and approved pursuant to this Section 13.9. Upon any such notice, Collateral Agent shall have the right to appoint, subject to the consent of Lenders, a successor Collateral Agent. Without limitation of the foregoing, if Collateral Agent becomes insolvent or commits any act or omission constituting gross negligence or willful misconduct of its duties as collateral agent under this AgreementCollateral Agent hereunder, then either (a) a successor collateral agent the Lenders shall be appointed pursuant have the right to the Indenture, or (b) if a successor collateral agent shall not have been so appointed and approved within the 30 day period following replace the Collateral Agent’s notice to . Upon the Trustee and the Holders of the Notes acceptance of its resignation, then the appointment as successor Collateral Agent may petitionhereunder, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor collateral agent that shall serve Person acting as collateral agent until such time as a successor collateral agent is appointed pursuant to the Indenture. Upon its appointment, such successor collateral agent Collateral Agent shall succeed to all the rights, powers and duties as collateral agent, of the retiring Collateral Agent and the respective term “Collateral Agent” under this Agreement means such successor Collateral Agent and “the retiring Collateral Agent” under this Agreement and any other Collateral Document shall mean such successor, effective upon its ’s appointment, and the former collateral agent’s rights, powers and duties as collateral agent in such capacities shall be terminated without any other or further act or deed on its behalf. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the part provisions of such former collateral agent this Article 13 and Section 12.2 shall inure to its benefit as to any actions taken or any of the parties omitted to be taken by it while it was Collateral Agent under this Agreement.

Successor Collateral Agent. The Collateral Agent may resign as collateral agent hereunder by giving not less than 30 Collateral Agent upon thirty (30) days’ prior written notice to the Trustee and the Holders of the NotesInvestors. If the Collateral Agent shall resign as collateral agent resigns under this Agreement, then either (a) the Required Investors shall appoint from among Investors a successor collateral agent shall be appointed pursuant to for Investors. Upon the Indenture, or (b) if a acceptance of its appointment as successor collateral agent shall not have been so appointed and approved within the 30 day period following the Collateral Agent’s notice to the Trustee and the Holders of the Notes of its resignation, then the Collateral Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor collateral agent that shall serve as collateral agent until such time as a successor collateral agent is appointed pursuant to the Indenture. Upon its appointmenthereunder, such successor collateral agent shall succeed to all the rights, powers and duties as collateral agent, of the retiring Collateral Agent and the term “Collateral Agent” under this Agreement and “Collateral Agent” under this Agreement and any other Collateral Document shall mean such successor, effective upon its appointment, successor collateral agent and the former collateral agentretiring Collateral Agent’s rightsappointment, powers and duties as Collateral Agent shall be terminated. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Article 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. If no successor collateral agent has accepted appointment as Collateral Agent by the date which is thirty (30) days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall be terminated without any other or further act or deed on the part of such former collateral agent or any nevertheless thereupon become effective and Investors shall perform all of the parties to this Agreementduties of the Collateral Agent hereunder until such time, if any, as the Required Investors appoint a successor agent as provided for above.

Successor Collateral Agent. (a) The Collateral Agent may resign as collateral agent hereunder by giving not less than 30 Collateral Agent upon 15 days’ prior written notice to the Trustee Holders and the Holders of the NotesCompany. If the Collateral Agent shall resign as collateral agent Collateral Agent under this AgreementAgreement and the other Note Documents, then either the Majority Holders, with (aso long as no Default or Event of Default has occurred and is continuing) the Company’s prior written consent (not to be unreasonably withheld), shall appoint a successor collateral agent shall be appointed pursuant to the Indenture, or (b) if a successor collateral agent shall not have been so appointed and approved within the 30 day period following the Collateral Agent’s notice to the Trustee and the Holders of the Notes of its resignation, then the Collateral Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor collateral agent that shall serve as collateral agent until such time as a successor collateral agent is appointed pursuant to the Indenture. Upon its appointmentHolders, whereupon such successor collateral agent shall succeed to the rights, powers and duties as collateral agentof the Collateral Agent, and the term “Collateral Agent” under this Agreement and “Collateral Agent” under this Agreement and any other Collateral Document shall mean such successor, successor agent effective upon its appointmentsuch appointment and approval, and the former collateral agentCollateral Agent’s rights, powers and duties as collateral agent Collateral Agent shall be terminated terminated, without any other or further act or deed on the part of such former collateral agent Collateral Agent or any of the parties to this AgreementAgreement or any holders of the Loans. If no successor agent has accepted appointment as Collateral Agent by the date that is 15 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Holders shall assume and perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Majority Holders appoint a successor agent as provided for above. After any retiring Collateral Agent’s resignation as Collateral Agent, the provisions of this Section 8.11 and Section 8.5 shall continue to inure to its benefit.