Common use of Successor Collateral Trustee Clause in Contracts

Successor Collateral Trustee. Subject to the appointment and acceptance of a successor Collateral Trustee as provided below, the Collateral Trustee may resign at any time by notifying each Secured Debt Representative. Upon any such resignation, the Required First-Lien Secured Parties shall have the right to appoint a successor with, so long as no Event of Default arising from a non-payment by the Borrower or Insolvency or Liquidation Proceeding has occurred and is continuing, the consent of the Borrower (not to be unreasonably withheld or delayed). If no successor shall have been so appointed by the Required First-Lien Secured Parties and approved by the Borrower (if applicable) and shall have accepted such appointment within 30 days after the retiring Collateral Trustee gives notice of its resignation, then the retiring Collateral Trustee may, on behalf of the First-Lien Secured Parties with, so long as no Event of Default arising from a non-payment by the Borrower or Insolvency or Liquidation Proceeding has occurred and is continuing, the consent of the Borrower (not to be unreasonably withheld or delayed), appoint a successor Collateral Trustee which shall be a bank with an office in New York, New York (or a bank having an Affiliate with such an office) having a combined capital and surplus that is not less than $1,000,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as Collateral Trustee hereunder by a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Trustee and the retiring Collateral Trustee shall be discharged from its duties and obligations hereunder. After the Collateral Trustee’s resignation hereunder, the provisions of this Section 7 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 Collateral Trustee.

Successor Collateral Trustee. Subject to the appointment and acceptance of a successor Collateral Trustee as provided below, the Collateral Trustee may resign at any time by notifying each Secured Debt Representative. Upon any such resignation, the Required First-Lien Secured Parties shall have the right to appoint a successor with, so long as no Event of Default arising from a non-payment by the Borrower or Insolvency or Liquidation Proceeding has occurred and is continuing, the consent of the Borrower (not to be unreasonably withheld or delayed). If no successor shall have been so appointed by the Required First-Lien Secured Parties and approved by the Borrower (if applicable) and shall have accepted such appointment within 30 days after the retiring Collateral Trustee gives notice of its resignation, then the retiring Collateral Trustee may, on behalf of the First-Lien Secured Parties with, so long as no Event of Default arising from a non-payment by the Borrower or Insolvency or Liquidation Proceeding has occurred and is continuing, the consent of the Borrower (not to be unreasonably withheld or delayed), appoint a successor Collateral Trustee which shall be a bank with an office in New York, New York (or a bank having an Affiliate with such an office) having a combined capital and surplus that is not less than $1,000,000,000 500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as Collateral Trustee hereunder by a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Trustee and the retiring Collateral Trustee shall be discharged from its duties and obligations hereunder. After the Collateral Trustee’s resignation hereunder, the provisions of this Section 7 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 Collateral Trustee.

Successor Collateral Trustee. Subject (a) Any ---------------------------- successor collateral trustee appointed as provided in Section 11.25 shall execute, acknowledge and deliver to the appointment Transferor, the Trustee and acceptance of a successor to its predecessor Collateral Trustee as provided belowan instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Trustee may resign at any time by notifying each Secured Debt Representative. Upon any such resignation, the Required First-Lien Secured Parties shall have the right to appoint a successor with, so long as no Event of Default arising from a non-payment by the Borrower or Insolvency or Liquidation Proceeding has occurred become effective and is continuing, the consent of the Borrower (not to be unreasonably withheld or delayed). If no successor shall have been so appointed by the Required First-Lien Secured Parties and approved by the Borrower (if applicable) and shall have accepted such appointment within 30 days after the retiring Collateral Trustee gives notice of its resignation, then the retiring Collateral Trustee may, on behalf of the First-Lien Secured Parties with, so long as no Event of Default arising from a non-payment by the Borrower or Insolvency or Liquidation Proceeding has occurred and is continuing, the consent of the Borrower (not to be unreasonably withheld or delayed), appoint a successor Collateral Trustee which shall be a bank with an office in New York, New York (or a bank having an Affiliate with such an office) having a combined capital and surplus that is not less than $1,000,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as Collateral Trustee hereunder by a successor bank, such successor collateral trustee, without any further act, deed or conveyance, shall succeed to and become fully vested with all the rights, powers, privileges duties and duties obligations of the retiring its predecessor hereunder, with like effect as if originally named as Collateral Trustee and the retiring herein. The predecessor Collateral Trustee shall deliver to the successor collateral trustee all documents and statements held by it hereunder; and Transferor and the predecessor Collateral Trustee shall execute and deliver such instruments and do such other things as may reasonably be discharged from its required for fully and certainly vesting and confirming in the successor collateral trustee all such rights, powers, duties and obligations hereunder. After obligations. (b) No successor collateral trustee shall accept appointment as provided in this Section 11.26 unless at the Collateral Trustee’s resignation hereunder, time of such acceptance such successor collateral trustee shall be eligible under the provisions of Section 11.24. (c) Upon acceptance of appointment by a successor collateral trustee as provided in this Section 7 11.26, such successor collateral trustee shall continue mail notice of such succession hereunder to all Noteholders and the Holder of the Transferor Interest at their addresses as shown in effect for its benefit in respect of any actions taken or omitted the Register, and also to be taken by it while it was acting as Collateral Trusteeeach Rating Agency.

Successor Collateral Trustee. Subject to the appointment and acceptance of a successor Collateral Trustee as provided below, the The Collateral Trustee may resign at any time by notifying each Secured Debt Representative. Upon any such resignationor be removed, the Required First-Lien Secured Parties shall have the right to appoint and a successor withappointed, so long as no Event of Default arising from a non-payment by pursuant to the Borrower or Insolvency or Liquidation Proceeding has occurred and is continuing, the consent of the Borrower (not to be unreasonably withheld or delayed). If no successor shall have been so appointed by the Required First-Lien Secured Parties and approved by the Borrower (if applicable) and shall have accepted such appointment within 30 days after the retiring Collateral Trustee gives notice of its resignation, then the retiring Collateral Trustee may, on behalf of the First-Lien Secured Parties with, so long as no Event of Default arising from a non-payment by the Borrower or Insolvency or Liquidation Proceeding has occurred and is continuing, the consent of the Borrower (not to be unreasonably withheld or delayed), appoint a successor Collateral Trustee which shall be a bank with an office in New York, New York (or a bank having an Affiliate with such an office) having a combined capital and surplus that is not less than $1,000,000,000 or an Affiliate of any such bankTrust Agreement. Upon the acceptance of any appointment as Collateral Trustee hereunder by a successor bankCollateral Trustee, such that successor Collateral Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Trustee under this Agreement, and the retiring or removed Collateral Trustee under this Agreement shall promptly (i) transfer to such successor Collateral Trustee all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Trustee under this Agreement, and (ii) execute and deliver to such successor Collateral Trustee or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Trustee of the security interests created hereunder, whereupon such retiring or removed Collateral Trustee shall be discharged from its duties and obligations hereunderunder this Agreement. After the any retiring or removed Collateral Trustee’s resignation hereunderor removal hereunder as the Collateral Trustee, the provisions of this Section 7 Agreement shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it under this Agreement while it was acting as the Collateral TrusteeTrustee hereunder.