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 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.

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 giving at least 60 days’ notice thereof to the Administrative Agent, the Lenders and the Borrower Representative; provided that any such resignation shall not be effective until a successor collateral trustee shall have been appointed and approved in accordance with this Agreement. In addition, upon the Administrative Agent or the Required Lenders exercising good faith that the Collateral Trustee has acted with gross negligence or committed an act of willful misconduct or failed to act as required due to gross negligence or willful misconduct in its capacity as collateral trustee hereunder, the Administrative Agent or the Required Lenders may immediately remove the Collateral Trustee. Upon any such resignationresignation or removal, the Administrative Agent and the Required First-Lien Secured Parties Lenders 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, Collateral Trustee with the consent of the Borrower Representative (such consent not to be unreasonably conditioned, withheld or delayed); provided that the Loan Parties agree to cooperate in good faith with the Collateral Trustee, the Administrative Agent and the Required Lenders to find an acceptable successor Collateral Trustee as soon as practicable under the circumstances. If no successor Collateral Trustee shall have been so appointed by the Administrative Agent and the Required First-Lien Secured Parties Lenders and approved by the Borrower (if applicable) Representative, and shall have accepted such appointment appointment, within 30 60 days after the retiring Collateral Trustee gives notice of its resignationresignation or removal thereof, then the retiring Collateral Trustee may, on behalf may (at the expense of the First-Lien Secured Parties with, so long as no Event Borrowers) (a) petition a court 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 competent jurisdiction to be unreasonably withheld or delayed), appoint a successor Collateral Trustee or (b) appoint a successor Collateral Trustee, in each case, which such successor Collateral Trustee 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 meet the requirements of any such bankSection 10.06. Upon the acceptance of any its appointment as the Collateral Trustee hereunder by a successor bankCollateral Trustee, such successor Collateral Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Collateral Trustee Trustee, and the retiring Collateral Trustee shall be discharged from its duties and obligations hereunder, and the successor Collateral Trustee shall provide written notice of such appointment to the Lenders, the Letter of Credit Issuer, the Administrative Agent and the Borrower Representative. After the retiring Collateral Trustee’s resignation hereunder, the provisions of this Section 7 10.07 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Collateral Trustee. Any Person into which the Collateral Trustee may be sold, merged or converted or with which it may be consolidated, or any Person resulting from any sale, merger, conversion or consolidation to which the Collateral Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust services business of the Collateral Trustee shall be the successor of the Collateral Trustee hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto.