Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company and the Trustee, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee or trustees by Company, the acceptance of such appointment by such successor trustee or trustees, and the approval of such successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by the affirmative vote of the Majority Holders; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation the Collateral Agent shall, or the Trustee or any Holder may, apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor trustee or trustees shall have been appointed as above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved by the Majority Holders as above provided. (b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees may be appointed by the Majority Holders, and the powers, duties, authority and title of the predecessor trustee or trustees terminated and canceled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, duly acknowledged, delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed. (c) The appointment and designation referred to in Section 6.7(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee or trustees, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority Holders, Company or the successor trustee or trustees, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys held by it to such successor trustee or trustees. Should any deed, conveyance or other instrument in writing from any Trustor be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trustees, be executed, acknowledged and delivered by such Trustor. (d) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filed.
Appears in 2 contracts
Sources: Collateral Trust Agreement (Evergreen Solar Inc), Collateral Trust Agreement (Evergreen Solar Inc)
Resignation and Removal of the Collateral Agent. (ai) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company the Company, the Senior Indenture Trustee and the Trusteeeach Additional Authorized Representative (if any), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (iA) 30 days from the date of such notice; notice and (iiB) the appointment of a successor trustee or trustees by the Company, the acceptance of such appointment by such successor trustee or trustees, and the approval of such successor trustee or trustees by the Majority Holderseach Authorized Representative; provided, that, provided that no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by the affirmative vote each of the Majority HoldersAuthorized Representatives; provided that the Collateral Agent shall be entitled to paid its fees and expenses to the date of removal. Any successor Collateral Agent appointed pursuant to this Section 6(g) shall be (x) a commercial bank or other financial institution or trust company organized under the laws of the United States of America or any state thereof having (1) a combined capital and surplus of at least $250,000,000 and (2) a rating of its long-term senior unsecured indebtedness of “A-2” or better by ▇▇▇▇▇’▇ or “A” or better by S&P or (y) any other Person that is acceptable to the Company and the Required Secured Parties of each Class of Secured Obligations. If no successor trustee or trustees shall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation or removal, the Collateral Agent shallAgent, or the Trustee Senior Indenture Trustee, any Additional Authorized Representative or any Holder other Secured Party may, apply to any court of competent jurisdiction jurisdiction, at the expense of the Company, to appoint a successor trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor trustee or trustees shall have been appointed as above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved appointed by the Majority Holders Authorized Representatives as above provided.
(bii) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees may be appointed by the Majority HoldersAuthorized Representatives, and the powers, duties, authority and title of the predecessor trustee or trustees terminated and canceled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, duly acknowledged, delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(ciii) The appointment and designation referred to in Section 6.7(b6(g)(ii) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee or trustees, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority HoldersApplicable Authorized Representative, the Company or the successor trustee or trustees, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities Securities and moneys held by it to such successor trustee or trustees. Should any deed, conveyance or other instrument in writing from any Trustor Grantor be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trustees, be executed, acknowledged and delivered by such TrustorGrantor.
(div) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the sole expense of the TrustorsGrantors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the TrustorsGrantors, wherever this Agreement is recorded, registered and filed.
Appears in 2 contracts
Sources: Collateral Trust Agreement, Collateral Trust Agreement (Ak Steel Holding Corp)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company Grantor, each of the D&O Administrative Agents and each of the TrusteeD&O Banks, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee or trustees by CompanyCollateral Agent, (ii) the acceptance of such appointment by such successor trustee or trustees, Collateral Agent and (iii) the approval of such successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee evidenced by one or trustees appointed more instruments signed by the affirmative vote each of the Majority Holders; provided that the D&O Administrative Agents and Grantor. If no successor Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved shall have accepted such appointment within 30 90 days from after the date of the giving of Collateral Agent gives the aforesaid notice of resignation resignation, the Collateral Agent shallAgent, the Grantor, either of the D&O Administrative Agents, or the Trustee or any Holder may, other Secured Party may apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) Collateral Agent to act until such time, if any, as a successor trustee or trustees Collateral Agent shall have been appointed as above providedprovided in this Section 10.8. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved Collateral Agent appointed by the Majority Holders D&O Administrative Agents as above providedprovided herein. The D&O Administrative Agents (acting in concert) may, at any time upon giving 30 days' prior written notice thereof to the Collateral Agent, remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon the acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees Collateral Agent may be appointed by the Majority Holders, D&O Administrative Agents and the Grantor (acting in concert). The powers, duties, authority and title of the predecessor trustee or trustees Collateral Agent shall be terminated and canceled cancelled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, writing duly acknowledged, acknowledged and delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The the Grantor. Such appointment and designation referred to in Section 6.7(b) shall, after any required filing, shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee or trusteessuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority HoldersD&O Administrative Agents (acting in concert), Company the Grantor, or the successor trustee or trusteessuccessor, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys Collateral held by it or its agents to such successor trustee or trusteessuccessor. Should any deed, conveyance or other instrument in writing from any Trustor Grantor be required by any successor trustee or trustees Collateral Agent for more fully and certainly certain vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trusteesCollateral Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trusteessuccessor, be executed, acknowledged and delivered by such TrustorGrantor. If such Grantor shall not have executed and delivered any such deed, conveyance or other instrument within 10 days after it receives a written request from the successor Collateral Agent to do so, or if a Termination Event shall have occurred and be continuing, the predecessor Collateral Agent may execute the same on behalf of such Grantor. Such Grantor hereby appoints any predecessor Collateral Agent as its agent and attorney to act of it as provided in the next preceding sentence.
(d) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filed.
Appears in 2 contracts
Sources: Guaranty (Conseco Inc), Guaranty (Conseco Inc)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company the Borrower and the TrusteeAdministrative Agent, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee or trustees by CompanyCollateral Agent, (ii) the acceptance of such appointment by such successor trustee or trustees, Collateral Agent and (iii) the approval of such successor trustee Collateral Agent evidenced by one or trustees more instruments signed by the Majority Holders; providedAdministrative Agent and the Borrower (which approval, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by in the affirmative vote case of the Majority Holders; provided that the Borrower, shall not be unreasonably withheld). If no successor Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved shall have accepted such appointment within 30 90 days from after the date of the giving of Collateral Agent gives the aforesaid notice of resignation resignation, the Collateral Agent, the Borrower, the Administrative Agent shall, or the Trustee or any Holder may, Bank may apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) Collateral Agent to act until such time, if any, as a successor trustee or trustees Collateral Agent shall have been appointed as above providedprovided in this Section 5.6. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved Collateral Agent appointed by the Majority Holders Administrative Agent as above providedprovided in Section 5.6(b). The Administrative Agent may, at any time upon giving 30 days' prior written notice thereof to the Collateral Agent, remove the Collateral Agent and appoint a successor Collateral Agent reasonably acceptable to the Borrower, such removal to be effective upon the acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees Collateral Agent may be appointed by the Majority HoldersAdministrative Agent with the consent of the Borrower, and the which consent shall not be unreasonably withheld. The powers, duties, authority and title of the predecessor trustee or trustees Collateral Agent shall be terminated and canceled cancelled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, writing duly acknowledged, acknowledged and delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The the Borrower. Such appointment and designation referred to in Section 6.7(b) shall, after any required filing, shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement and the Security Documents shall vest in such successor trustee or trusteessuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority HoldersAdministrative Agent, Company the Borrower, or the successor trustee or trusteessuccessor, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and under the Security Documents and shall deliver all securities and moneys Collateral held by it or its agents to such successor trustee or trusteessuccessor. Should any deed, conveyance or other instrument in writing from any Trustor Grantor be required by any successor trustee or trustees Collateral Agent for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trusteesCollateral Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trusteessuccessor, be executed, acknowledged and delivered by such TrustorGrantor. If such Grantor shall not have executed and delivered any such deed, conveyance or other instrument within 10 days after it receives a written request from the successor Collateral Agent to do so, or if an Event of Default shall have occurred and be continuing, the predecessor Collateral Agent may execute the same on behalf of such Grantor. Such Grantor hereby appoints any predecessor Collateral Agent as its agent and attorney to act for it as provided in the next preceding sentence.
(d) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filed.
Appears in 2 contracts
Sources: Collateral Sharing Agreement (Lucent Technologies Inc), Collateral Sharing Agreement (Lucent Technologies Inc)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company the Borrower and the TrusteeAdministrative Agent, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee or trustees by CompanyCollateral Agent, (ii) the acceptance of such appointment by such successor trustee or trustees, Collateral Agent and (iii) the approval of such successor trustee Collateral Agent evidenced by one or trustees more instruments signed by the Majority Holders; providedAdministrative Agent and the Borrower (which approval, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by in the affirmative vote case of the Majority Holders; provided that the Borrower, shall not be unreasonably withheld). If no successor Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved shall have accepted such appointment within 30 90 days from after the date of the giving of Collateral Agent gives the aforesaid notice of resignation resignation, the Collateral Agent, the Borrower, the Administrative Agent shall, or the Trustee or any Holder may, Bank may apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) Collateral Agent to act until such time, if any, as a successor trustee or trustees Collateral Agent shall have been appointed as above providedprovided in this Section 5.6. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved Collateral Agent appointed by the Majority Holders Administrative Agent as above providedprovided in Section 5.6(b). The Administrative Agent may, at any time upon giving 30 days’ prior written notice thereof to the Collateral Agent, remove the Collateral Agent and appoint a successor Collateral Agent reasonably acceptable to the Borrower, such removal to be effective upon the acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees Collateral Agent may be appointed by the Majority HoldersAdministrative Agent with the consent of the Borrower, and the which consent shall not be unreasonably withheld. The powers, duties, authority and title of the predecessor trustee or trustees Collateral Agent shall be terminated and canceled cancelled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, writing duly acknowledged, acknowledged and delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The the Borrower. Such appointment and designation referred to in Section 6.7(b) shall, after any required filing, shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement and the Security Documents shall vest in such successor trustee or trusteessuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority HoldersAdministrative Agent, Company the Borrower, or the successor trustee or trusteessuccessor, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and under the Security Documents and shall deliver all securities and moneys Collateral held by it or its agents to such successor trustee or trusteessuccessor. Should any deed, conveyance or other instrument in writing from any Trustor Grantor be required by any successor trustee or trustees Collateral Agent for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trusteesCollateral Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trusteessuccessor, be executed, acknowledged and delivered by such TrustorGrantor. If such Grantor shall not have executed and delivered any such deed, conveyance or other instrument within 10 days after it receives a written request from the successor Collateral Agent to do so, or if an Event of Default shall have occurred and be continuing, the predecessor Collateral Agent may execute the same on behalf of such Grantor. Such Grantor hereby appoints any predecessor Collateral Agent as its agent and attorney to act for it as provided in the next preceding sentence.
(d) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filed.
Appears in 1 contract
Sources: Collateral Sharing Agreement (Lucent Technologies Inc)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may resign from the performance of all of its functions and duties hereunder and under the Security Agreement at any time, time by giving 30 daysBusiness Days’ prior or written notice to Company the U.S. Borrower and the Trustee, resign and be discharged of the responsibilities hereby created, such Secured Creditors. Such resignation to become effective shall take effect upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee Collateral Agent pursuant to clause (b) or trustees by Company, the acceptance of such appointment by such successor trustee or trustees, and the approval of such successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until (c) below.
(b) If a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by the affirmative vote of the Majority Holders; provided that the Collateral Agent shall be entitled to its fees and expenses to not have been appointed within said 30 Business Day period by the date Required Secured Creditors, the Collateral Agent, with the consent (unless an Event of removal. If Default shall exist, in which case no successor trustee or trustees such consent shall be appointed and approved within 30 days from the date required) of the giving of the aforesaid notice of resignation the Collateral Agent shall, U.S. Borrower (which consent shall not be unreasonably withheld or the Trustee or any Holder may, apply to any court of competent jurisdiction to delayed) shall then appoint a successor trustee Collateral Agent who shall serve as Collateral Agent hereunder or trustees (which may be an individual or individuals) to act thereunder until such time, if any, as the Required Secured Creditors appoint a successor trustee or trustees shall have been appointed as above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved by the Majority Holders as above provided.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees may be appointed by the Majority Holders, and the powers, duties, authority and title of the predecessor trustee or trustees terminated and canceled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, duly acknowledged, delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filedprovided above.
(c) The appointment and designation referred If no successor Collateral Agent has been appointed pursuant to in Section 6.7(bclause (b) shall, above by the 30th Business Day after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee or trustees, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority Holders, Company or the successor trustee or trustees, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title date of such predecessor or predecessors hereunder and shall deliver all securities and moneys held notice of resignation was given by it the Collateral Agent, as a result of a failure by the U.S. Borrower to such successor trustee or trustees. Should any deed, conveyance or other instrument in writing from any Trustor be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees consent to the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request appointment of such a successor trustee Collateral Agent, (i) the Required Secured Creditors shall then appoint a successor Collateral Agent who shall serve as Collateral Agent hereunder or trusteesthereunder or (ii) if the Required Secured Creditors shall have failed to appoint a successor Collateral Agent by the 35th Business Day after the date such notice of resignation was given by the Collateral Agent, be executedthe Collateral Agent may appoint (or petition a court of competent jurisdiction to appoint) a successor Collateral Agent who shall serve as Collateral Agent hereunder or thereunder, acknowledged and delivered by in either such Trustorcase until such time, if any, as the Required Secured Creditors appoint a successor Collateral Agent as provided above.
(d) Any required filing for record Notwithstanding anything to the contrary contained herein, the Required Secured Creditors may remove the Collateral Agent by an instrument in writing executed by the Required Secured Creditors and, thereupon, appoint a successor Collateral Agent designated by the Required Secured Creditors, effective as provided in Section 9(e) below.
(e) The resignation or removal of a Collateral Agent shall become effective only upon the execution and delivery of such documents or instruments as are necessary to transfer the rights and obligations of the Collateral Agent under the Security Agreement and the recording or filing of such documents, instruments or financing statements as may be necessary to maintain the priority and perfection of any security interest granted by the Security Agreement. Copies of each such document or instrument appointing shall be delivered to each of the U.S. Borrower, the Administrative Agent and the Existing Senior Subordinated Secured Notes Indenture Trustee. The appointment of a successor trustee or trustees as hereinabove provided Collateral Agent pursuant to this Section 9 shall be at become effective upon the expense acceptance of such appointment (and execution by such successor of the Trustors. The resignation of any trustee documents, instruments or trustees financing statements referred to above) and the instrument or instruments removing any trustee or trustees, together such successor Collateral Agent shall succeed to and become vested with all other instrumentsthe rights, deeds powers, privileges and conveyances provided for duties of the retiring Collateral Agent.
(f) After any resignation or removal hereunder of the Collateral Agent, the indemnification provisions specified in this Section 6 shall, if permitted Annex K and in the Security Agreement shall continue to inure to its benefit as to any actions taken or omitted to be taken by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filedit in connection with its agency hereunder while it was Collateral Agent.
Appears in 1 contract
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 thirty days’ prior written notice to Company BMCA and the Trustee, each Lender Representative resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee collateral agent or trustees collateral agents by Companythe Required Lender Representative, and the acceptance of such appointment by such successor trustee collateral agent or trustees, and the approval of such successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided hereincollateral agents. The Collateral Agent may be removed at any time without cause and a successor trustee or trustees collateral agent appointed by the affirmative vote of the Majority HoldersRequired Lender Representative and written notice thereof delivered to the Collateral Agent; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee collateral agent or trustees collateral agents shall be appointed and approved within 30 thirty days from the date of the giving of the aforesaid notice of resignation or within thirty days from the date of such removal, the Collateral Agent shall, or the Trustee or any Holder Lender Representative may, apply to any court of competent jurisdiction to appoint a successor trustee collateral agent or trustees collateral agents (which may be an individual or individuals) to act until such time, if any, as a successor trustee collateral agent or trustees collateral agents shall have been appointed as above provided. Any successor trustee collateral agent or trustees collateral agents so appointed by such court shall immediately and without further act be superseded by any successor trustee collateral agent or trustees approved collateral agents appointed by the Majority Holders as above providedRequired Lender Representative.
(b) If at any time the Collateral Agent shall resign or resign, be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee collateral agent or trustees collateral agents may be appointed by the Majority HoldersRequired Lender Representative, and the powers, duties, authority and title of the predecessor trustee collateral agent or trustees collateral agents terminated and canceled without procuring the resignation of such predecessor trustee collateral agent or trusteescollateral agents, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor trustee collateral agent or trustees collateral agents in writing, duly acknowledged, delivered to the predecessor trustee collateral agent or trustees collateral agents and CompanyBMCA, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The appointment and designation referred to in Section 6.7(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee collateral agent or trusteescollateral agents, without any further act, deed or conveyance, all of the estate and title of its predecessorpredecessor or their predecessors, and upon such filing for record the successor trustee collateral agent or trustees collateral agents shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorpredecessor or their predecessors; but such predecessor or predecessors shall, nevertheless, on the written request of the Majority Holdersany Lender Representative, Company BMCA, or the its or their successor trustee collateral agent or trusteescollateral agents, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys held by it or them to such successor trustee collateral agent or trusteescollateral agents. Should any deed, conveyance or other instrument in writing from any Trustor BMCA be required by any successor trustee collateral agent or trustees collateral agents for more fully and certainly vesting in such successor trustee collateral agent or trustees collateral agents the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee collateral agent or trusteescollateral agents, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee collateral agent or trusteescollateral agents, be so executed, acknowledged and delivered by such Trustordelivered.
(d) Any required filing for record of the instrument appointing a successor trustee collateral agent or trustees collateral agents as hereinabove provided shall be at the expense of the TrustorsGrantors. The resignation of any trustee collateral agent or trustees collateral agents and the instrument or instruments removing any trustee collateral agent or trusteescollateral agents, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted required by law, be forthwith recorded, registered and filed by and at the expense of the TrustorsGrantors, wherever this Agreement is recorded, registered and filed.
Appears in 1 contract
Sources: Collateral Agency Agreement (Building Materials Manufacturing Corp)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company the Company, the Indenture Trustee and the Trusteeeach New Representative (if any), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; notice and (ii) the appointment of a successor trustee or trustees by the Company, the acceptance of such appointment by such successor trustee or trustees, and the approval of such successor trustee or trustees by the Majority Holders; provided, that, provided that no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by the affirmative vote of the Majority Holders; provided that the Collateral Agent shall be entitled to paid its fees and reasonable expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation resignation, the Collateral Agent shall, or the Trustee Indenture Trustee, any New Representative or any Holder other Secured Party may, apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor trustee or trustees shall have been appointed as above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved by the Majority Holders as above provided.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees may be appointed by the Majority Holders, and the powers, duties, authority and title of the predecessor trustee or trustees terminated and canceled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, duly acknowledged, delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The appointment and designation referred to in Section 6.7(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee or trustees, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority Holders, Company or the successor trustee or trustees, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys held by it to such successor trustee or trustees. Should any deed, conveyance or other instrument in writing from any Trustor be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trustees, be executed, acknowledged and delivered by such Trustor.
(d) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filed.
Appears in 1 contract
Sources: Indenture (Harbinger Group Inc.)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company the Borrower and the TrusteeAdministrative Agent, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee or trustees by CompanyCollateral Agent, (ii) the acceptance of such appointment by such successor trustee or trustees, Collateral Agent and (iii) the approval of such successor trustee Collateral Agent evidenced by one or trustees more instruments signed by the Majority Holders; providedAdministrative Agent and the Borrower (which approval, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by in the affirmative vote case of the Majority Holders; provided that the Borrower, shall not be unreasonably withheld). If no successor Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved shall have accepted such appointment within 30 90 days from after the date of the giving of Collateral Agent gives the aforesaid notice of resignation resignation, the Collateral Agent, the Borrower, the Administrative Agent shall, or the Trustee or any Holder may, Lender may apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) Collateral Agent to act until such time, if any, as a successor trustee or trustees Collateral Agent shall have been appointed as above providedprovided in this Section 5.6. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved Collateral Agent appointed by the Majority Holders Administrative Agent as above providedprovided in Section 5.6(b). The Administrative Agent may, at any time upon giving 30 days' prior written notice thereof to the Collateral Agent, remove the Collateral Agent and appoint a successor Collateral Agent reasonably acceptable to the Borrower, such removal to be effective upon the acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees Collateral Agent may be appointed by the Majority HoldersAdministrative Agent with the consent of the Borrower, and the which consent shall not be unreasonably withheld. The powers, duties, authority and title of the predecessor trustee or trustees Collateral Agent shall be terminated and canceled cancelled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, writing duly acknowledged, acknowledged and delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The the Borrower. Such appointment and designation referred to in Section 6.7(b) shall, after any required filing, shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement and the Security Documents shall vest in such successor trustee or trusteessuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority HoldersAdministrative Agent, Company the Borrower, or the successor trustee or trusteessuccessor, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and under the Security Documents and shall deliver all securities and moneys Collateral held by it or its agents to such successor trustee or trusteessuccessor. Should any deed, conveyance or other instrument in writing from any Trustor Grantor be required by any successor trustee or trustees Collateral Agent for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trusteesCollateral Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trusteessuccessor, be executed, acknowledged and delivered by such Trustor.
(d) Any required filing for record of Grantor. If such Grantor shall not have executed and delivered any such deed, conveyance or other instrument within 10 days after it receives a written request from the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trusteesCollateral Agent to do so, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filed.or
Appears in 1 contract
Sources: Collateral Sharing Agreement (Lucent Technologies Inc)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may resign from the performance of all of its functions and duties hereunder and under the Security Agreement at any time, time by giving 30 daysBusiness Days’ prior or written notice to Company ▇▇▇▇▇▇ and the Trustee, resign and be discharged of the responsibilities hereby created, such Secured Creditors. Such resignation to become effective shall take effect upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee Collateral Agent pursuant to clause (b) or trustees by Company, the acceptance of such appointment by such successor trustee or trustees, and the approval of such successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until (c) below.
(b) If a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by the affirmative vote of the Majority Holders; provided that the Collateral Agent shall be entitled to its fees and expenses to not have been appointed within said 30 Business Day period by the date Required Secured Creditors, the Collateral Agent, with the consent (unless an Event of removal. If Default shall exist, in which case no successor trustee or trustees such consent shall be appointed and approved within 30 days from the date required) of the giving of the aforesaid notice of resignation the Collateral Agent shall, ▇▇▇▇▇▇ (which consent shall not be unreasonably withheld or the Trustee or any Holder may, apply to any court of competent jurisdiction to delayed) shall then appoint a successor trustee Collateral Agent who shall serve as Collateral Agent hereunder or trustees (which may be an individual or individuals) to act thereunder until such time, if any, as the Required Secured Creditors appoint a successor trustee or trustees shall have been appointed as above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved by the Majority Holders as above provided.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees may be appointed by the Majority Holders, and the powers, duties, authority and title of the predecessor trustee or trustees terminated and canceled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, duly acknowledged, delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filedprovided above.
(c) The appointment and designation referred If no successor Collateral Agent has been appointed pursuant to in Section 6.7(bclause (b) shall, above by the 30th Business Day after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee or trustees, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority Holders, Company or the successor trustee or trustees, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title date of such predecessor or predecessors hereunder and shall deliver all securities and moneys held notice of resignation was given by it the Collateral Agent, as a result of a failure by ▇▇▇▇▇▇ to such successor trustee or trustees. Should any deed, conveyance or other instrument in writing from any Trustor be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees consent to the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request appointment of such a successor trustee Collateral Agent, (i) the Required Secured Creditors shall then appoint a successor Collateral Agent who shall serve as Collateral Agent hereunder or trusteesthereunder or (ii) if the Required Secured Creditors shall have failed to appoint a successor Collateral Agent by the 35th Business Day after the date such notice of resignation was given by the Collateral Agent, be executedthe Collateral Agent may appoint (or petition a court of competent jurisdiction to appoint) a successor Collateral Agent who shall serve as Collateral Agent hereunder or thereunder, acknowledged and delivered by in either such Trustorcase until such time, if any, as the Required Secured Creditors appoint a successor Collateral Agent as provided above.
(d) Any required filing for record Notwithstanding anything to the contrary contained herein, the Required Secured Creditors may remove the Collateral Agent by an instrument in writing executed by the Required Secured Creditors and, thereupon, appoint a successor Collateral Agent designated by the Required Secured Creditors, effective as provided in Section 9(e) below.
(e) The resignation or removal of a Collateral Agent shall become effective only upon the execution and delivery of such documents or instruments as are necessary to transfer the rights and obligations of the Collateral Agent under the Security Agreement and the recording or filing of such documents, instruments or financing statements as may be necessary to maintain the priority and perfection of any security interest granted by the Security Agreement. Copies of each such document or instrument appointing shall be delivered to each of ▇▇▇▇▇▇, the Administrative Agent, the 2003 Senior Secured Notes Indenture Trustee and each 2003 Senior Secured Note Refinancing Trustee (if any). The appointment of a successor trustee or trustees as hereinabove provided Collateral Agent pursuant to this Section 9 shall be at become effective upon the expense acceptance of such appointment (and execution by such successor of the Trustors. The resignation of any trustee documents, instruments or trustees financing statements referred to above) and the instrument or instruments removing any trustee or trustees, together such successor Collateral Agent shall succeed to and become vested with all other instrumentsthe rights, deeds powers, privileges and conveyances provided for duties of the retiring Collateral Agent.
(f) After any resignation or removal hereunder of the Collateral Agent, the indemnification provisions specified in this Section 6 shall, if permitted Annex I and in the Security Agreement shall continue to inure to its benefit as to any actions taken or omitted to be taken by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filedit in connection with its agency hereunder while it was Collateral Agent.
Appears in 1 contract
Sources: Security Agreement (Vertis Inc)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 thirty (30) days’ prior written notice to Company and the Trusteenotice, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee agent or trustees by Company, agents and the acceptance of such appointment by such successor trustee agent or trustees, and the approval agents. The appointment of such successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided hereinagent or agents shall be within the discretion of the Instructing Group. The Collateral Agent may be removed at any time and a successor trustee or trustees agent appointed by the affirmative vote of the Majority HoldersInstructing Group; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee agent or trustees agents shall be appointed and approved within 30 thirty (30) days from the date of the giving of the aforesaid notice of resignation or within (30) days from the date of such removal, the Collateral Agent shall, or the Trustee or any Holder Instructing Group may, apply to any court of competent jurisdiction to appoint a successor trustee agent or trustees (which may be an individual or individuals) agents to act until such time, if any, as a successor trustee agent or trustees agents shall have been appointed as above provided. Any successor trustee agent or trustees agents so appointed by such court shall immediately and without further act be superseded by any successor trustee agent or trustees approved agents appointed by the Majority Holders Instructing Group as above provided.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee agent or trustees agents may be appointed by the Majority HoldersInstructing Group, and the powers, duties, authority and title of the predecessor trustee agent or trustees agents terminated and canceled without procuring the resignation of such predecessor trustee agent or trusteesagents, and without any other formality (except as may be required by applicable law) other than the appointment and designation of a successor trustee agent or trustees agents in writing, duly acknowledged, delivered to the predecessor trustee agent or trustees and Companyagents, and filed for record in each public office, if any, in which this Agreement is required to be filed. If no agent or agents shall be appointed and approved within thirty (30) days from the date the Collateral Agent becomes incapable of acting or a vacancy shall occur in the office of Collateral Agent, any Assignor or any Secured Party may apply to any court of competent jurisdiction to appoint a successor agent or agents to act until such time, if any, as a successor agent or agents shall have been appointed as above provided. Any successor agent or agents so appointed by such court shall immediately and without further act be superseded by any successor agent or agents approved by the Instructing Group as above provided.
(c) The appointment and designation referred to in Section 6.7(b11.6(a) or 11.6(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee agent or trusteesagents, without any further act, deed or conveyance, all of the estate and title of its predecessorpredecessor or their predecessors, and upon such filing for record the successor trustee agent or trustees agents shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorpredecessor or their predecessors; but such predecessor or predecessors shall, nevertheless, on the written request of the Majority HoldersInstructing Group, Company or the its or their successor trustee agent or trusteesagents, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys held by it or them to such successor trustee agent or trusteesagents. Should any deed, conveyance or other instrument in writing from any Trustor Assignor or from the Secured Parties, as applicable, be required by any successor trustee agent or trustees agents for more fully and certainly vesting in such successor trustee agent or trustees agents the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee agent or trusteesagents, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee agent or trusteesagents, be executed, acknowledged and delivered by such TrustorAssignor and the Secured Parties, as applicable.
(d) Any required filing for record of the instrument appointing a successor trustee agent or trustees agents as hereinabove provided shall be at the joint and several expense of the TrustorsAssignors. The resignation of any trustee agent or trustees agents and the instrument or instruments removing any trustee agent or trusteesagents, together with all other instruments, deeds and conveyances provided for in this Section 6 Article XII shall, if permitted required by law, be forthwith recorded, registered and filed by and at the joint and several expense of the TrustorsAssignors, wherever this Agreement is recorded, registered and filed.
(e) The Collateral Agent’s obligations hereunder are limited to the extent set forth in Section 12.17(c) of the Credit Agreement.
Appears in 1 contract
Sources: Security Agreement (Huntsman Petrochemical Finance Co)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company the Borrower, the Administrative Agent and the TrusteeBond Trustees, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee or trustees by CompanyCollateral Agent, (ii) the acceptance of such appointment by such successor trustee or trustees, Collateral Agent and (iii) the approval of such successor trustee Collateral Agent evidenced by one or trustees more instruments signed by the Majority Holders; providedAdministrative Agent and the Borrower (which approval, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by in the affirmative vote case of the Majority Holders; provided that the Borrower, shall not be unreasonably withheld and shall not be required if an Event of Default shall have occurred and be continuing). If no successor Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved shall have accepted such appointment within 30 90 days from after the date of the giving of Collateral Agent gives the aforesaid notice of resignation resignation, the Collateral Agent shallAgent, or the Trustee Borrower, the Administrative Agent, the Bond Trustees or any Holder may, other Secured Party may apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) Collateral Agent to act until such time, if any, as a successor trustee or trustees Collateral Agent shall have been appointed as above providedprovided in this Section 9.14. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved Collateral Agent appointed by the Majority Holders Administrative Agent as above providedprovided in Section 9.14(b). The Administrative Agent may, at any time upon giving 30 days' prior written notice thereof to the Collateral Agent and the Bond Trustees, remove the Collateral Agent and appoint a successor Collateral Agent, subject to the approval of the Borrower to the extent required by clause (iii) above, such removal to be effective upon the acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees Collateral Agent may be appointed by the Majority Holders, Administrative Agent with the consent of the Borrower (which consent shall not be unreasonably withheld and the shall not be required if an Event of Default shall have occurred and be continuing). The powers, duties, authority and title of the predecessor trustee or trustees Collateral Agent shall be terminated and canceled cancelled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, writing duly acknowledged, acknowledged and delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The the Borrower. Such appointment and designation referred to in Section 6.7(b) shall, after any required filing, shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement and the other Security Documents shall vest in such successor trustee or trusteessuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority HoldersAdministrative Agent, Company the Borrower, or the successor trustee or trusteessuccessor, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and under the Security Documents and shall deliver all securities and moneys Collateral held by it or its agents to such successor trustee or trusteessuccessor. Should any deed, conveyance or other instrument in writing from any Trustor Grantor be required by any successor trustee or trustees Collateral Agent for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trusteesCollateral Agent, any and all such deeds, conveyances and other instruments in writing shall, on upon the reasonable request of such successor trustee or trusteessuccessor, be executed, acknowledged and delivered by such TrustorGrantor. If such Grantor shall not have executed and delivered any such deed, conveyance or other instrument reasonably requested within ten Business Days after it receives a written request from the successor Collateral Agent to do so that specifically references this Section, or if an Event of Default shall have occurred and be continuing, the predecessor Collateral Agent may execute the same on behalf of such Grantor. Such Grantor hereby appoints any predecessor Collateral Agent as its agent and attorney to act for it as provided in the preceding sentence.
(d) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filed.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Kerr McGee Corp /De)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may resign from the performance of all of its functions and duties hereunder and under the Security Agreement at any time, time by giving 30 daysBusiness Days’ prior written notice to Company the Borrower and the Trustee, resign and be discharged of the responsibilities hereby created, such Secured Creditors. Such resignation to become effective shall take effect upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee Collateral Agent pursuant to clause (b) or trustees (c) below.
(b) If a successor Collateral Agent shall not have been appointed within said 30 Business Day period by Companythe Required Secured Creditors (with, so long as no Event of Default then exists, the acceptance consent of the Borrower (such appointment by consent not to be unreasonably withheld or delayed)), the Collateral Agent, with the consent (unless an Event of Default shall exist, in which case no such consent shall be required) of the Borrower (which consent shall not be unreasonably withheld or delayed) shall then appoint a successor Collateral Agent who shall serve as Collateral Agent hereunder or thereunder until such time, if any, such successor trustee or trustees, Collateral Agent resigns and is replaced in accordance with the approval of such terms hereof.
(c) If no successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee Collateral Agent has been appointed pursuant to clause (b) above by the 30th Business Day after the date of such notice of resignation was given by the Collateral Agent as provided herein. The a result of a failure by the Borrower to consent to the appointment of such a successor Collateral Agent, (i) the Required Secured Creditors shall then appoint a successor Collateral Agent who shall serve as Collateral Agent hereunder or thereunder or (ii) if the Required Secured Creditors shall have failed to appoint a successor Collateral Agent by the 35th Business Day after the date such notice of resignation was given by the Collateral Agent, the Collateral Agent may be removed at any time and appoint (or petition a successor trustee or trustees appointed by the affirmative vote of the Majority Holders; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation the Collateral Agent shall, or the Trustee or any Holder may, apply to any court of competent jurisdiction to appoint appoint) a successor trustee Collateral Agent who shall serve as Collateral Agent hereunder or trustees (which may be an individual or individuals) to act thereunder, in either such case until such time, if any, as the Required Secured Creditors appoint a successor trustee or trustees shall have been appointed as above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved by the Majority Holders as above provided.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees may be appointed by the Majority Holders, and the powers, duties, authority and title of the predecessor trustee or trustees terminated and canceled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, duly acknowledged, delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The appointment and designation referred to in Section 6.7(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee or trustees, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority Holders, Company or the successor trustee or trustees, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys held by it to such successor trustee or trustees. Should any deed, conveyance or other instrument in writing from any Trustor be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trustees, be executed, acknowledged and delivered by such Trustorprovided above.
(d) Any required filing for record Notwithstanding anything to the contrary contained herein, the Required Secured Creditors may remove the Collateral Agent by an instrument in writing executed by the Required Secured Creditors and, thereupon, appoint a successor Collateral Agent designated by the Required Secured Creditors (with, so long as no Event of Default then exists, the consent of the Borrower (such consent not to be unreasonably withheld or delayed)), effective as provided in Section 9(e) below.
(e) The resignation or removal of a Collateral Agent shall become effective only upon the execution and delivery of such documents or instruments as are necessary to transfer the rights and obligations of the Collateral Agent under the Security Agreement and the recording or filing of such documents, instruments or financing statements as may be necessary to maintain the priority and perfection of any security interest granted by the Security Agreement. Copies of each such document or instrument appointing shall be delivered to each of the Borrower, the Administrative Agent, the Existing Senior Notes Trustee, the New Senior Notes Trustee and the Refinancing Senior Notes Trustee. The appointment of a successor trustee or trustees as hereinabove provided Collateral Agent pursuant to this Section 9 shall be at become effective upon the expense acceptance of such appointment (and execution by such successor of the Trustors. The resignation of any trustee documents, instruments or trustees financing statements referred to above) and the instrument or instruments removing any trustee or trustees, together such successor Collateral Agent shall succeed to and become vested with all other instrumentsthe rights, deeds powers, privileges and conveyances provided for duties of the retiring Collateral Agent.
(f) After any resignation or removal hereunder of the Collateral Agent, the indemnification provisions specified in this Section 6 shall, if permitted Annex M and in the Security Agreement shall continue to inure to its benefit as to any actions taken or omitted to be taken by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filedit in connection with its agency hereunder while it was Collateral Agent.
Appears in 1 contract
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may resign at any time, time by giving 30 days’ prior days written notice thereof to Company the Pledgor, the Agent and the TrusteeBanks. Upon any such resignation, resign the Required Banks shall have the right to appoint a successor Collateral Agent, which successor Collateral Agent shall (unless an Event of Default has then occurred and is continuing) be discharged reasonably acceptable to the Pledgor. If no successor Collateral Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving notice of its resignation, then the retiring Collateral Agent may, on behalf of the responsibilities hereby createdBanks, appoint a Collateral Agent, which shall be a Bank or a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000 or an affiliate of any such bank, and which shall be reasonably acceptable to the Pledgor (unless an Event of Default has occurred and is continuing). Any such resignation to become shall be effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee or trustees by Company, Collateral Agent. Upon the acceptance of such any appointment as the Collateral Agent hereunder by a successor Collateral Agent, such successor trustee or trusteesCollateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the approval of such successor trustee or trustees by retiring Collateral Agent shall be discharged from its duties and obligations, under this Agreement and the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. other Loan Documents.
(b) The Collateral Agent may be removed at any time time, with or without cause, upon written notice from the Required Banks, and a successor trustee or trustees appointed by the affirmative vote of the Majority Holders; provided that the Collateral Agent may be removed upon written notice from any Bank (a copy of which notice shall also be entitled to its fees and expenses provided to the date of removal. If no successor trustee or trustees shall be appointed Agent and approved within 30 days from the date of the giving of the aforesaid notice of resignation each other Bank) if the Collateral Agent shallis placed in receivership or conservatorship or ceases to be eligible to serve as a depository or document custodian on behalf of FNMA, FHLMC or GNMA. Upon any such removal, the Trustee or any Holder may, apply to any court of competent jurisdiction Required Banks shall have the right to appoint a successor trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor trustee or trustees shall have been appointed as above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved by the Majority Holders as above providedCollateral Agent.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees may be appointed by the Majority Holders, and the powers, duties, authority and title of the predecessor trustee or trustees terminated and canceled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, duly acknowledged, delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The appointment and designation referred to in Section 6.7(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee or trustees, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority Holders, Company or the successor trustee or trustees, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys held by it to such successor trustee or trustees. Should any deed, conveyance or other instrument in writing from any Trustor be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trustees, be executed, acknowledged and delivered by such Trustor.
(d) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filed.
Appears in 1 contract
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 thirty days’ ' prior written notice to Company BMCA and the Trustee, each Lender Representative resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee collateral agent or trustees collateral agents by Companythe Required Lender Representative, and the acceptance of such appointment by such successor trustee collateral agent or trustees, and the approval of such successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided hereincollateral agents. The Collateral Agent may be removed at any time without cause and a successor trustee or trustees collateral agent appointed by the affirmative vote of the Majority HoldersRequired Lender Representative; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee collateral agent or trustees collateral agents shall be appointed and approved within 30 thirty days from the date of the giving of the aforesaid notice of resignation or within thirty days from the date of such removal, the Collateral Agent shall, or the Trustee or any Holder Lender Representative may, apply to any court of competent jurisdiction to appoint a successor trustee collateral agent or trustees collateral agents (which may be an individual or individuals) to act until such time, if any, as a successor trustee collateral agent or trustees collateral agents shall have been appointed as above provided. Any successor trustee collateral agent or trustees collateral agents so appointed by such court shall immediately and without further act be superseded by any successor trustee collateral agent or trustees approved collateral agents appointed by the Majority Holders as above providedRequired Lender Representative.
(b) If at any time the Collateral Agent shall resign or resign, be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee collateral agent or trustees collateral agents may be appointed by the Majority HoldersRequired Lender Representative, and the powers, duties, authority and title of the predecessor trustee collateral agent or trustees collateral agents terminated and canceled without procuring the resignation of such predecessor trustee collateral agent or trusteescollateral agents, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor trustee collateral agent or trustees collateral agents in writing, duly acknowledged, delivered to the predecessor trustee collateral agent or trustees collateral agents and CompanyBMCA, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The appointment and designation referred to in Section 6.7(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee collateral agent or trusteescollateral agents, without any further act, deed or conveyance, all of the estate and title of its predecessorpredecessor or their predecessors, and upon such filing for record the successor trustee collateral agent or trustees collateral agents shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorpredecessor or their predecessors; but such predecessor or predecessors shall, nevertheless, on the written request of the Majority Holdersany Lender Representative, Company BMCA, or the its or their successor trustee collateral agent or trusteescollateral agents, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys held by it or them to such successor trustee collateral agent or trusteescollateral agents. Should any deed, conveyance or other instrument in writing from any Trustor BMCA be required by any successor trustee collateral agent or trustees collateral agents for more fully and certainly vesting in such successor trustee collateral agent or trustees collateral agents the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee collateral agent or trusteescollateral agents, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee collateral agent or trusteescollateral agents, be so executed, acknowledged and delivered by such Trustordelivered.
(d) Any required filing for record of the instrument appointing a successor trustee collateral agent or trustees collateral agents as hereinabove provided shall be at the expense of the TrustorsGrantors. The resignation of any trustee collateral agent or trustees collateral agents and the instrument or instruments removing any trustee collateral agent or trusteescollateral agents, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted required by law, be forthwith recorded, registered and filed by and at the expense of the TrustorsGrantors, wherever this Agreement is recorded, registered and filed.
Appears in 1 contract
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company the Company, the Facility Agent and the Senior Note Trustee, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee or trustees by Company, Collateral Agent and (ii) the acceptance of such appointment by such successor trustee or trusteesCollateral Agent. After the giving of any such notice, and an Instructing Group, after consultation with the approval of such successor trustee or trustees by the Majority Holders; providedCompany, that, no resignation shall become effective unless and until may appoint a successor trustee has been appointed as provided hereinCollateral Agent. The Collateral Agent may be removed at any time and a If no successor trustee or trustees appointed by the affirmative vote of the Majority Holders; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved shall have accepted such appointment within 30 60 days from after the date of Collateral Agent (the giving of "RESIGNING AGENT") gives the aforesaid notice of resignation resignation, the Collateral Resigning Agent shall, or the Trustee or any Holder may, Facility Agent may apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) Collateral Agent to act until such time, if any, as a successor trustee or trustees Collateral Agent shall have been appointed as above providedprovided in this Section 5.06. On the appointment of any successor Collateral Agent the Resigning Agent shall automatically resign and be discharged. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved Collateral Agent appointed by the Majority Holders Instructing Group as above providedprovided in Section 5.06(b). An Instructing Group may, at any time upon the Facility Agent giving 30 days' prior written notice thereof to the Collateral Agent, remove the Collateral Agent and appoint a successor Collateral Agent after consultation with the Company, such removal to be effective upon the acceptance of such appointment by the successor.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees Collateral Agent may be appointed by an Instructing Group, after consultation with the Majority Holders, and the Company. The powers, duties, authority and title of the predecessor trustee or trustees Collateral Agent shall be terminated and canceled cancelled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, writing duly acknowledged, acknowledged and delivered to the predecessor trustee or trustees and the Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The . Such appointment and designation referred to in Section 6.7(b) shall, after any required filing, shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement Agreement, the Security Documents and the Bond Security Documents shall vest in such successor trustee or trusteessuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shallshall at the expense and cost of the Company and the Loan Parties who shall indemnify such predecessor against any reasonable cost or expense it incurs, nevertheless, on the written request of the Majority HoldersFacility Agent, Company the Company, or the successor trustee or trusteesCollateral Agent, execute and deliver an instrument or instruments (together with such board resolutions or other corporate authorizations reasonably required by the Facility Agent, the Company or the successor Collateral Agent) transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and under the Security Documents and the Bond Security Documents and shall deliver all securities and moneys Collateral held by it or its agents to such successor trustee or trusteesCollateral Agent. Should any deed, conveyance or other instrument in writing from any Trustor Loan Party be required by any successor trustee or trustees Collateral Agent for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trusteesCollateral Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trusteesCollateral Agent, be promptly executed, acknowledged and delivered to the Collateral Agent (together with such board resolutions or other corporate authorizations reasonably required by the Facility Agent, the Company or the successor Collateral Agent) by such TrustorLoan Party. If such Loan Party shall not have executed and delivered any such deed, conveyance or other instrument within 10 days after it receives a written request from the successor Collateral Agent to do so, or if an event of default (howsoever described in any of the Secured Instruments) shall have occurred and be continuing, the predecessor Collateral Agent may execute the same on behalf of such Loan Party. Each Loan Party hereby appoints any predecessor Collateral Agent as its agent and attorney to act for it as provided in the next preceding sentence.
(c) The Loan Parties shall take such action as the successor Collateral Agent may consider necessary and the predecessor Collateral Agent at the request (and cost) of the Company shall take such action as may be reasonably practicable in order that the Security Documents or Bond Security Documents or replacements therefore shall provide for perfected and enforceable security in favour of any successor Collateral Agent and the Secured Parties, including making available to the successor Collateral Agent such documents and records as the successor Collateral Agent shall reasonably request to the extent practical and enforceable under local laws, regulations and procedures.
(d) Any required filing for record If the Senior Discharge Date (as defined in the Priority Agreement) has occurred or in such other circumstances as the Security Agent is entitled under the Priority Agreement to release and discharge all of the instrument appointing a successor trustee security under the Security Documents, the Collateral Agent shall give notice to the Company and the Senior Note Trustee. Following the giving of such notice, the existing Collateral Agent may resign and (without any liability to the Senior Note Trustee or trustees as hereinabove provided any Bond Creditor or any other person) may release and discharge all of the security under the Security Documents and the Bond Security Documents or any of them (and the Senior Note Trustee and Bond Creditors shall be at deemed to have consented to any such release and discharge) and deliver to the expense Company or the other Loan Parties all share certificates, title documents or other agreements or instruments representing or evidencing any Collateral charged or secured under the Security Documents or the Bond Security Documents in the possession of the Trustors. The resignation Collateral Agent, and the Senior Note Trustee or any Bond Creditor or any other person shall have no claim against the Collateral Agent in respect of any trustee or trustees such release and discharge of the security and the instrument Security Documents or instruments removing Bond Security Documents. On any trustee such release and discharge the Collateral Agent shall have no further obligations or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever liabilities under this Agreement or the Security Documents or Bond Security Documents. This provision is recorded, registered and filedwithout prejudice to Section 6.12.
Appears in 1 contract
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 thirty (30) days’ prior written notice to Company and the Trusteenotice, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee agent or trustees by Company, agents and the acceptance of such appointment by such successor trustee agent or trustees, and the approval agents. The appointment of such successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided hereinagent or agents shall be within the discretion of the Instructing Group. The Collateral Agent may be removed at any time and a successor trustee or trustees agent appointed by the affirmative vote of the Majority HoldersInstructing Group; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee agent or trustees agents shall be appointed and approved within 30 thirty (30) days from the date of the giving of the aforesaid notice of resignation or within (30) days from the date of such removal, the Collateral Agent shall, or the Trustee or any Holder Instructing Group may, apply to any court of competent jurisdiction to appoint a successor trustee agent or trustees (which may be an individual or individuals) agents to act until such time, if any, as a successor trustee agent or trustees agents shall have been appointed as above provided. Any successor trustee agent or trustees agents so appointed by such court shall immediately and without further act be superseded by any successor trustee agent or trustees approved agents appointed by the Majority Holders Instructing Group as above provided.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee agent or trustees agents may be appointed by the Majority HoldersInstructing Group, and the powers, duties, authority and title of the predecessor trustee agent or trustees agents terminated and canceled without procuring the resignation of such predecessor trustee agent or trusteesagents, and without any other formality (except as may be required by applicable law) other than the appointment and designation of a successor trustee agent or trustees agents in writing, duly acknowledged, delivered to the predecessor trustee agent or trustees and Companyagents, and filed for record in each public office, if any, in which this Agreement is required to be filed. If no agent or agents shall be appointed and approved within thirty (30) days from the date the Collateral Agent becomes incapable of acting or a vacancy shall occur in the office of Collateral Agent, any Assignor or any Secured Party may apply to any court of competent jurisdiction to appoint a successor agent or agents to act until such time, if any, as a successor agent or agents shall have been appointed as above provided. Any successor agent or agents so appointed by such court shall immediately and without further act be superseded by any successor agent or agents approved by the Instructing Group as above provided.
(c) The appointment and designation referred to in Section 6.7(b11.6(a) or 11.6(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee agent or trusteesagents, without any further act, deed or conveyance, all of the estate and title of its predecessorpredecessor or their predecessors, and upon such filing for record the successor trustee agent or trustees agents shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorpredecessor or their predecessors; but such predecessor or predecessors shall, nevertheless, on the written request of the Majority HoldersInstructing Group, Company or the its or their successor trustee agent or trusteesagents, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys held by it or them to such successor trustee agent or trusteesagents. Should any deed, conveyance or other instrument in writing from any Trustor Assignor or from the Secured Parties, as applicable, be required by any successor trustee agent or trustees agents for more fully and certainly vesting in such successor trustee agent or trustees agents the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee agent or trusteesagents, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee agent or trusteesagents, be executed, acknowledged and delivered by such TrustorAssignor and the Secured Parties, as applicable.
(d) Any required filing for record of the instrument appointing a successor trustee agent or trustees agents as hereinabove provided shall be at the joint and several expense of the TrustorsAssignors. The resignation of any trustee agent or trustees agents and the instrument or instruments removing any trustee agent or trusteesagents, together with all other instruments, deeds and conveyances provided for in this Section 6 Article XI shall, if permitted required by law, be forthwith recorded, registered and filed by and at the joint and several expense of the TrustorsAssignors, wherever this Agreement is recorded, registered and filed.
(e) The Collateral Agent’s obligations hereunder are limited to the extent set forth in Section 12.17(c) of the Credit Agreement.
Appears in 1 contract
Sources: Security Agreement (Huntsman LLC)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company the Company, the Indenture Trustee and the Trusteeeach New Second Lien Representative (if any), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; notice and (ii) the appointment of a successor trustee or trustees by the Company, the acceptance of such appointment by such successor trustee or trustees, and the approval of such successor trustee or trustees by the Majority Holders; provided, that, provided that no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by the affirmative vote of the Majority Holders; provided that the Collateral Agent shall be entitled to paid its fees and expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation resignation, the Collateral Agent shall, or the Trustee Indenture Trustee, any New Second Lien Representative or any Holder other Second Lien Secured Party may, apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor trustee or trustees shall have been appointed as above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved by the Majority Holders as above provided.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees may be appointed by the Majority Holders, and the powers, duties, authority and title of the predecessor trustee or trustees terminated and canceled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, duly acknowledged, delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The appointment and designation referred to in Section 6.7(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee or trustees, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority Holders, the Company or the successor trustee or trustees, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities Securities and moneys held by it to such successor trustee or trustees. Should any deed, conveyance or other instrument in writing from any Trustor be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trustees, be executed, acknowledged and delivered by such Trustor.
(d) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the sole expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filed.
(e) Notwithstanding anything to the contrary contained in this Agreement, no New Second Lien Representative (in its capacity as such) may serve as Collateral Agent.
Appears in 1 contract
Resignation and Removal of the Collateral Agent. (ai) The Collateral Agent may at any time, by giving 30 days’ ' prior written notice to Company the Company, the Senior Indenture Trustee and the Trusteeeach Additional Authorized Representative (if any), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (iA) 30 days from the date of such notice; notice and (iiB) the appointment of a successor trustee collateral agent or trustees agents by the Company, the acceptance of such appointment by such successor trustee collateral agent or trusteesagents, and the approval of such successor trustee collateral agent or trustees agents by the Majority Holderseach Authorized Representative (such approval not to be unreasonably withheld, conditioned or delayed); provided, that, provided that no resignation shall become effective unless and until a successor trustee collateral agent has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee collateral agent or trustees collateral agents appointed by the affirmative vote each of the Majority HoldersAuthorized Representatives; provided that the Collateral Agent shall be entitled to paid its fees and expenses pursuant to Section 5(c) and all other amounts owed to it under this Agreement to the date of removal. Any successor Collateral Agent appointed pursuant to this Section 6(g) shall (x) satisfy the requirements of Section 310(a) of the Trust Indenture Act of 1939 and have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition or (y) be any other Person that is acceptable to the Company and the Required Secured Parties of each Class of Secured Obligations. If no successor trustee collateral agent or trustees agents shall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation or removal, the Collateral Agent shallAgent, or the Trustee Senior Indenture Trustee, any Additional Authorized Representative or any Holder other Secured Party may, apply to any court of competent jurisdiction jurisdiction, at the reasonable expense of the Company, to appoint a successor trustee collateral agent or trustees agents (which may be an individual or individuals) to act until such time, if any, as a successor trustee collateral agent or trustees agents shall have been appointed as above provided. Any successor trustee collateral agent or trustees agents so appointed by such court shall immediately and without further act be superseded by any successor trustee collateral agent or trustees approved agents appointed by the Majority Holders Authorized Representatives as above provided. Upon the appointment of a successor Collateral Agent hereunder and the transfer of all property held by the resigning Collateral Agent, the resigning Collateral Agent obligations hereunder shall cease.
(bii) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee collateral agent or trustees agents may be appointed by the Majority HoldersAuthorized Representatives, and the powers, duties, authority and title of the predecessor trustee collateral agent or trustees agents terminated and canceled without procuring the resignation of such predecessor trustee collateral agent or trusteesagents, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, duly acknowledged, delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The appointment and designation referred to in Section 6.7(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee or trustees, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority Holders, Company or the successor trustee or trustees, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys held by it to such successor trustee or trustees. Should any deed, conveyance or other instrument in writing from any Trustor be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trustees, be executed, acknowledged and delivered by such Trustor.
(d) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filed.)
Appears in 1 contract
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any timetime resign as the Collateral Agent under this Agreement, the Credit Agreement and the Security Documents by giving 30 sixty (60) days’ ' prior written notice thereof to each Secured Party and the Company, provided that no resignation shall be effective until a successor for the Collateral Agent is appointed. In addition, at any time following the occurrence and during the continuance of an Actionable Default of which Notice of Actionable Default has been given to the Collateral Agent, either the Required Banks or the Required Senior Noteholders may by written notice to the Collateral Agent, the Company and each other Secured Party remove the TrusteeCollateral Agent as the collateral agent under this Agreement, resign the Credit Agreement and the Security Documents, provided that no removal shall be discharged effective until a successor for the Collateral Agent is appointed. Upon such notice of resignation or removal, the Required Banks shall have the right to appoint a successor Collateral Agent as provided in the Credit Agreement. If no successor Collateral Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within sixty (60) days after the retiring Collateral Agent's giving of notice of resignation or its removal by the Required Banks or the Required Senior Noteholders, then the retiring or removed Collateral Agent may, on behalf of the responsibilities hereby createdSecured Parties, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of appoint a successor trustee or trustees by CompanyCollateral Agent, which meets the requirements of Section 6.4(c). Upon the acceptance of such any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor trustee Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or trusteesremoved Collateral Agent, and the approval of such successor trustee retiring or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by the affirmative vote of the Majority Holders; provided that the Collateral Agent shall be entitled discharged from further duties and obligations hereunder. After any retiring Collateral Agent's resignation or removal, the provisions of this Agreement and the Security Documents shall continue in effect for its benefit in respect of any actions taken or omitted to its fees and expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation the taken by it while it was acting as Collateral Agent shall, or the Trustee or any Holder may, apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor trustee or trustees shall have been appointed as above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved by the Majority Holders as above providedAgent.
(b) If at any time the The Required Banks appointing a successor Collateral Agent pursuant to this Section 6.4 shall resign or be removed or otherwise become incapable of actingmake such appointment by written notice to all Secured Parties, or if at any time, a vacancy shall occur in the office of the Company and to such successor Collateral Agent for any other cause, a successor trustee or trustees may be appointed by the Majority Holders, and the powers, duties, authority and title of the predecessor trustee or trustees terminated and canceled without procuring the resignation Agent. Following receipt of such predecessor trustee or trusteesnotice, and without any other formality (except as may be required by applicable law) than appointment and designation of a such successor trustee or trustees in writing, duly acknowledged, delivered to the predecessor trustee or trustees and Company, and filed for record in each public officeCollateral Agent, if anyit consents to such appointment, shall execute, acknowledge and deliver to its predecessor Collateral Agent, the Company and each Secured Party, an instrument in which this Agreement is required to be filed.
(c) The writing accepting such appointment and designation referred to in Section 6.7(b) shallhereunder and, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee or trusteesthereupon, without any further act, deed or conveyance, succeed to all rights and obligations of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority Holders, Company or the successor trustee or trustees, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys held by it to such successor trustee or trustees. Should any deed, conveyance or other instrument in writing from any Trustor be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trustees, be executed, acknowledged and delivered by such TrustorCollateral Agent hereunder.
(dc) Any required filing for record Every successor to the Collateral Agent appointed pursuant to this Section 6.4 shall be a bank or trust company in good standing and having power to so act, incorporated under the laws of the instrument appointing United States or any state thereof, and having its principal corporate trust office within the forty-eight (48) contiguous states, having a successor trustee or trustees as hereinabove provided combined capital and surplus of at least $100,000,000. In addition, in the event that the Collateral Agent is removed by the Required Senior Noteholders pursuant to Section 6.4(a), no Bank under the Credit Agreement shall be at appointed as the expense of successor Collateral Agent by the Trustors. The resignation of any trustee or trustees and Required Banks if so demanded in writing by the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filedRequired Senior Noteholders.
Appears in 1 contract
Sources: First Amendment and Consent (United Asset Management Corp)
Resignation and Removal of the Collateral Agent. (ai) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company the Company, the Senior Indenture Trustee and the Trusteeeach Additional Authorized Representative (if any), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (iA) 30 days from the date of such notice; notice and (iiB) the appointment of a successor trustee collateral agent or trustees agents by the Company, the acceptance of such appointment by such successor trustee collateral agent or trusteesagents, and the approval of such successor trustee collateral agent or trustees agents by the Majority Holderseach Authorized Representative (such approval not to be unreasonably withheld, conditioned or delayed); provided, that, provided that no resignation shall become effective unless and until a successor trustee collateral agent has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee collateral agent or trustees collateral agents appointed by the affirmative vote each of the Majority HoldersAuthorized Representatives; provided that the Collateral Agent shall be entitled to paid its fees and expenses pursuant to Section 5(c) and all other amounts owed to it under this Agreement to the date of removal. If no successor trustee collateral agent or trustees agents shall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation or removal, the Collateral Agent shallAgent, or the Trustee Senior Indenture Trustee, any Additional Authorized Representative or any Holder other Secured Party may, apply to any court of competent jurisdiction jurisdiction, at the reasonable expense of the Company, to appoint a successor trustee collateral agent or trustees agents (which may be an individual or individuals) to act until such time, if any, as a successor trustee collateral agent or trustees agents shall have been appointed as above provided. Any successor trustee collateral agent or trustees agents so appointed by such court shall immediately and without further act be superseded by any successor trustee collateral agent or trustees approved agents appointed by the Majority Holders Authorized Representatives as above provided. Upon the appointment of a successor C▇▇▇▇▇▇▇▇▇ Agent h▇▇▇▇▇▇▇▇ and the transfer of all property held by the resigning Collateral Agent, the resigning Collateral Agent obligations hereunder shall cease.
(bii) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee collateral agent or trustees agents may be appointed by the Majority HoldersAuthorized Representatives, and the powers, duties, authority and title of the predecessor trustee collateral agent or trustees agents terminated and canceled without procuring the resignation of such predecessor trustee collateral agent or trusteesagents, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee collateral agent or trustees agents in writing, duly acknowledged, delivered to the predecessor trustee collateral agent or trustees agents and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(ciii) The appointment and designation referred to in Section 6.7(b6(g)(ii) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee collateral agent or trusteesagents, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee collateral agent or trustees agents shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority HoldersApplicable Authorized Representative, the Company or the successor trustee collateral agent or trusteesagents, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities Securities and moneys held by it to such successor trustee collateral agent or trusteesagents. Should any deed, conveyance or other instrument in writing from any Trustor Grantor be required by any successor trustee collateral agent or trustees agents for more fully and certainly vesting in such successor trustee collateral agent or trustees agents the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee collateral agent or trusteesagents, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee collateral agent or trusteesagents, be executed, acknowledged and delivered by such TrustorGrantor.
(div) Any required filing for record of the instrument appointing a successor trustee collateral agent or trustees agents as hereinabove provided shall be at the sole expense of the TrustorsGrantors. The resignation of any trustee collateral agent or trustees agents and the instrument or instruments removing any trustee collateral agent or trusteesagents, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the reasonable expense of the TrustorsGrantors, wherever this Agreement is recorded, registered and filed.
Appears in 1 contract
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company the Grantors and the Trustee, Purchasers resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee or trustees by CompanyCollateral Agent, (ii) the acceptance of such appointment by such successor trustee or trustees, Collateral Agent and (iii) the written approval of such successor trustee Collateral Agent evidenced by one or trustees more instruments signed by the Majority Required Holders; provided, that, . If no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by the affirmative vote of the Majority Holders; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved shall have accepted such appointment within 30 90 days from after the date of the giving of Collateral Agent gives the aforesaid notice of resignation resignation, the Collateral Agent shallAgent, or the Trustee Grantors or any Holder may, Secured Party may apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) Collateral Agent to act until such time, if any, as a successor trustee or trustees Collateral Agent shall have been appointed as above providedprovided in this Section 5.6. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved Collateral Agent appointed by the Majority Required Holders as above providedprovided in Section 5.6(b). The Required Holders may, at any time upon giving 30 days' prior written notice thereof to Collateral Agent, remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon the acceptance of such appointment by the successor. The Collateral Agent shall be entitled to fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees Collateral Agent may be appointed by the Majority Required Holders, and the . The powers, duties, authority and title of the predecessor trustee or trustees Collateral Agent shall be terminated and canceled cancelled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, writing duly acknowledged, acknowledged and delivered to the predecessor trustee or trustees and the Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The . Such appointment and designation referred to in Section 6.7(b) shall, after any required filing, shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement and the Security Documents shall vest in such successor trustee or trusteessuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority Holdersany holder of Notes, Company Grantor, or the successor trustee or trusteessuccessor, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and under the Security Documents and shall deliver all securities and moneys Collateral held by it or its agents to such successor trustee or trusteessuccessor. Should any deed, conveyance or other instrument in writing from any Trustor the Company be required by any successor trustee or trustees Collateral Agent for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trusteesCollateral Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trusteessuccessor, be executed, acknowledged and delivered by the Company. If the Company shall not have executed and delivered any such Trustor.
(d) Any required filing for record deed, conveyance or other instrument within 10 days after it received a written request from the successor Collateral Agent to do so, or if a Notice of Default has been delivered, the predecessor Collateral Agent may execute the same on behalf of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense Company. Each of the Trustors. The resignation of Grantors hereby appoint any trustee or trustees predecessor Collateral Agent as its agent and attorney to act for it as provided in the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filednext preceding sentence.
Appears in 1 contract
Sources: Collateral Agency Agreement (Williams Energy Partners L P)
Resignation and Removal of the Collateral Agent. (ai) The Collateral Agent may at any time, by giving 30 days’ ' prior written notice to Company the Company, the Senior Indenture Trustee and the Trusteeeach Additional Authorized Representative (if any), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (iA) 30 days from the date of such notice; notice and (iiB) the appointment of a successor trustee collateral agent or trustees agents by the Company, the acceptance of such appointment by such successor trustee collateral agent or trusteesagents, and the approval of such successor trustee collateral agent or trustees agents by the Majority Holderseach Authorized Representative (such approval not to be unreasonably withheld, conditioned or delayed); provided, that, provided that no resignation shall become effective unless and until a successor trustee collateral agent has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee collateral agent or trustees collateral agents appointed by the affirmative vote each of the Majority HoldersAuthorized Representatives; provided that the Collateral Agent shall be entitled to paid its fees and expenses pursuant to Section 5(c) and all other amounts owed to it under this Agreement to the date of removal. Any successor Collateral Agent appointed pursuant to this Section 6(g) shall (x) satisfy the requirements of Section 310(a) of the Trust Indenture Act of 1939 and have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition or (y) be any other Person that is acceptable to the Company and the Required Secured Parties of each Class of Secured Obligations. If no successor trustee collateral agent or trustees agents shall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation or removal, the Collateral Agent shallAgent, or the Trustee Senior Indenture Trustee, any Additional Authorized Representative or any Holder other Secured Party may, apply to any court of competent jurisdiction jurisdiction, at the reasonable expense of the Company, to appoint a successor trustee collateral agent or trustees agents (which may be an individual or individuals) to act until such time, if any, as a successor trustee collateral agent or trustees agents shall have been appointed as above provided. Any successor trustee collateral agent or trustees agents so appointed by such court shall immediately and without further act be superseded by any successor trustee collateral agent or trustees approved agents appointed by the Majority Holders Authorized Representatives as above provided.
(b) If at any time . Upon the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees may be appointed by the Majority Holders, and the powers, duties, authority and title of the predecessor trustee or trustees terminated and canceled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, duly acknowledged, delivered to Collateral Agent hereunder and the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The appointment and designation referred to in Section 6.7(b) shall, after any required filing, be full evidence of the right and authority to make the same and transfer of all the facts therein recited, and this Agreement shall vest in such successor trustee or trustees, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority Holders, Company or the successor trustee or trustees, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys property held by it to such successor trustee or trustees. Should any deedthe resigning Collateral Agent, conveyance or other instrument in writing from any Trustor be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trustees, be executed, acknowledged and delivered by such Trustorresigning Collateral Agent obligations hereunder shall cease.
(d) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filed.
Appears in 1 contract
Sources: Indenture (Century Aluminum Co)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company the Pledgor, the Limited Partnership, the LP Agent and the TrusteeGP Lender, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee or trustees by CompanyCollateral Agent, (ii) the acceptance of such appointment by such successor trustee or trusteesCollateral Agent, and (iii) the approval of such successor trustee Collateral Agent evidenced by one or trustees more instruments signed by the Majority Holders; providedPledgor, that, the LP Agent and the GP Lender. If no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by the affirmative vote of the Majority Holders; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved shall have accepted such appointment within 30 90 days from after the date of the giving of Collateral Agent gives the aforesaid notice of resignation resignation, the Collateral Agent, the LP Agent shall, or the Trustee or any Holder may, GP Lender may apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor trustee or trustees Collateral Agent shall have been appointed as above providedprovided in this subsection 5.7. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved Collateral Agent appointed by the Majority Holders LP Agent and the GP Lender or the Collateral Agent, as above providedthe case may be, as provided in this subsection 5.7. The LP Agent and the GP Lender may, at any time upon giving 10 days' prior written notice thereof to the Collateral Agent and the Pledgor, remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon the acceptance of such appointment by the successor. The Collateral Agent who has resigned or been removed shall be entitled to fees, costs and expenses to the extent incurred or arising, or relating to events occurring, before its resignation or removal.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees may be appointed by the Majority HoldersLP Agent and the GP Lender with the written consent of the Pledgor (which consent shall not be unreasonably withheld). In either case, and the powers, duties, authority and title of the predecessor trustee or trustees Collateral Agent shall be terminated and canceled cancelled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, writing duly acknowledged, acknowledged and delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The the Pledgor. Such appointment and designation referred to in Section 6.7(b) shall, after any required filing, shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Collateral Agency Agreement and the Security Agreement shall vest in such successor trustee or trusteessuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority HoldersPledgor, Company the LP Agent or the GP Lender or the successor trustee or trustees, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and under the Security Agreement and shall deliver all securities and moneys Collateral held by it or its agents to such successor trustee or trusteessuccessor. Should any deed, conveyance or other instrument in writing from any Trustor the Pledgor be required by any successor trustee or trustees Collateral Agent for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, Collateral Agent any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trusteessuccessor, be executed, acknowledged and delivered by the Pledgor. If the Pledgor shall not have executed and delivered any such Trustordeed, conveyance or other instrument within 10 days after it received a written request from the successor Collateral Agent to do so, or if a Notice of Acceleration is in effect, the predecessor Collateral Agent may execute the same on behalf of the Pledgor. The Pledgor hereby appoints any predecessor Collateral Agent as its agent and attorney to act for it as provided in the next preceding sentence.
(dc) Any required filing for record The provisions of this Section 5 shall inure to the benefit of the instrument appointing a successor trustee resigning or trustees removed collateral agent as hereinabove provided shall to any actions taken or omitted to be at the expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in taken by it while it was Collateral Agent under this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filedCollateral Agency Agreement.
Appears in 1 contract
Sources: Collateral Agency Agreement (Cogen Technologies Inc)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 thirty (30) days’ prior written notice to Company and the Trusteenotice, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee agent or trustees by Company, agents and the acceptance of such appointment by such successor trustee agent or trustees, and the approval agents. The appointment of such successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided hereinagent or agents shall be within the discretion of the Instructing Group. The Collateral Agent may be removed at any time and a successor trustee or trustees agent appointed by the affirmative vote of the Majority HoldersInstructing Group; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee agent or trustees agents shall be appointed and approved within 30 thirty (30) days from the date of the giving of the aforesaid notice of resignation or within (30) days from the date of such removal, the Collateral Agent shall, or the Trustee or any Holder Instructing Group may, apply to any court of competent jurisdiction to appoint a successor trustee agent or trustees (which may be an individual or individuals) agents to act until such time, if any, as a successor trustee agent or trustees agents shall have been appointed as above provided. Any successor trustee agent or trustees agents so appointed by such court shall immediately and without further act be superseded by any successor trustee agent or trustees approved agents appointed by the Majority Holders Instructing Group as above provided.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee agent or trustees agents may be appointed by the Majority HoldersInstructing Group, and the powers, duties, authority and title of the predecessor trustee agent or trustees agents terminated and canceled without procuring the resignation of such predecessor trustee agent or trusteesagents, and without any other formality (except as may be required by applicable law) other than the appointment and designation of a successor trustee agent or trustees agents in writing, duly acknowledged, delivered to the predecessor trustee agent or trustees and Companyagents, and filed for record in each public office, if any, in which this Agreement is required to be filed. If no agent or agents shall be appointed and approved within thirty (30) days from the date the Collateral Agent becomes incapable of acting or a vacancy shall occur in the office of Collateral Agent, any Assignor or any Secured Party may apply to any court of competent jurisdiction to appoint a successor agent or agents to act until such time, if any, as a successor agent or agents shall have been appointed as above provided. Any successor agent or agents so appointed by such court shall immediately and without further act be superseded by any successor agent or agents approved by the Instructing Group as above provided.
(c) The appointment and designation referred to in Section 6.7(b11.6(a) or 11.6(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee agent or trusteesagents, without any further act, deed or conveyance, all of the estate and title of its predecessorpredecessor or their predecessors, and upon such filing for record the successor trustee agent or trustees agents shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorpredecessor or their predecessors; but such predecessor or predecessors shall, nevertheless, on the written request of the Majority HoldersInstructing Group, Company or the its or their successor trustee agent or trusteesagents, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys held by it or them to such successor trustee agent or trusteesagents. Should any deed, conveyance or other instrument in writing from any Trustor Assignor or from the Secured Parties, as applicable, be required by any successor trustee agent or trustees agents for more fully and certainly vesting in such successor trustee agent or trustees agents the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee agent or trusteesagents, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee agent or trusteesagents, be executed, acknowledged and delivered by such TrustorAssignor and the Secured Parties, as applicable.
(d) Any required filing for record of the instrument appointing a successor trustee agent or trustees agents as hereinabove provided shall be at the joint and several expense of the TrustorsAssignors. The resignation of any trustee agent or trustees agents and the instrument or instruments removing any trustee agent or trusteesagents, together with all other instruments, deeds and conveyances provided for in this Section 6 Article XI shall, if permitted required by law, be forthwith recorded, registered and filed by and at the joint and several expense of the TrustorsAssignors, wherever this Agreement is recorded, registered and filed.
(e) The Collateral Agent’s obligations hereunder are limited to the extent set forth in Section 13.18(c) of the Credit Agreement.
Appears in 1 contract
Sources: Security Agreement (Huntsman LLC)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company the Borrower, the Administrative Agent and the Trustee, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee or trustees by CompanyCollateral Agent, (ii) the acceptance of such appointment by such successor trustee or trustees, Collateral Agent and (iii) the approval of such successor trustee Collateral Agent evidenced by one or trustees more instruments signed by the Majority Holders; provided, that, Administrative Agent and (in the absence of an Event of Default) the Borrower (such consent not to be unreasonably withheld). If no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by the affirmative vote of the Majority Holders; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved shall have accepted such appointment within 30 60 days from after the date of the giving of Collateral Agent gives the aforesaid notice of resignation resignation, the Collateral Agent shallAgent, or the Borrower, the Administrative Agent, the Trustee or any Holder may, Secured Party may apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) Collateral Agent to act until such time, if any, as a successor trustee or trustees Collateral Agent shall have been appointed as above providedprovided in this Section 9.11. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved Collateral Agent appointed by the Majority Holders Administrative Agent as above providedprovided in Section 9.11(b). The Administrative Agent may at any time upon giving 10 days' prior written notice thereof to the Collateral Agent (with a copy to the Trustee), remove the Collateral Agent for any reason or no reason at all and appoint a successor Collateral Agent, such removal to be effective upon the acceptance of such appointment by the successor. The Collateral Agent shall be entitled to the Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal or in connection with actions taken in accordance with Section 9.11(b).
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees Collateral Agent may be appointed by the Majority HoldersAdministrative Agent with the consent of the Borrower (in the absence of an Event of Default), and the which consent shall not be unreasonably withheld. The powers, duties, authority and title of the predecessor trustee or trustees Collateral Agent shall be terminated and canceled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, writing duly acknowledged, acknowledged and delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The the Borrower. Such appointment and designation referred to in Section 6.7(b) shall, after any required filing, shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee or trusteessuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority HoldersAdministrative Agent, Company the Borrower, or the successor trustee or trusteessuccessor, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys Collateral held by it or its agents to such successor trustee or trusteessuccessor. Should any deed, conveyance or other instrument in writing from any Trustor Grantor be required by any successor trustee or trustees Collateral Agent for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trusteesCollateral Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trusteessuccessor, be executed, acknowledged and delivered by such TrustorGrantor. If such Grantor shall not have executed and delivered any such deed, conveyance or other instrument within 10 days after it received a written request from the successor Collateral Agent to do so, or if Event of Default has occurred and is continuing, the predecessor Collateral Agent may execute the same on behalf of such Grantor. Such Grantor hereby appoints any predecessor Collateral Agent as its agent and attorney to act for it as provided in the next preceding sentence.
(d) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filed.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Donnelley R H Inc)
Resignation and Removal of the Collateral Agent. (a) The If the Collateral Agent may at any timeshall resign as Collateral Agent under this Agreement (or be removed pursuant to SECTION 17(b)), by giving 30 days’ prior written the Collateral Agent shall deliver notice of resignation promptly to Company and all the Trustee, resign and Secured Creditors. Such resignation (or removal) shall be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee Collateral Agent and the payment to the outgoing Collateral Agent of all amounts owed to it hereunder. The Required Creditors may appoint a successor Collateral Agent for the Secured Creditors, which successor Collateral Agent shall be a commercial bank, insurance company or trustees by Companytrust company organized under the laws of the United States of America or any state thereof having a combined surplus and capital of not less than $100,000,000, whereupon such successor Collateral Agent shall succeed to the acceptance rights, powers and duties of the former Collateral Agent and the obligations of the former Collateral Agent shall be terminated and canceled, without any other or further act or deed on the part of such appointment by such former Collateral Agent or any of the parties to this Agreement; PROVIDED, HOWEVER, that if the Secured Creditors cannot agree as to a successor trustee or trustees, and the approval Collateral Agent within fifteen (15) days after notice of such successor trustee resignation (or trustees by removal), then the Majority Holders; providedresigning (or removed) Collateral Agent may appoint an interim Collateral Agent (which shall not be the Bank, thata Noteholder, no resignation shall become effective unless and until NGOP or any Affiliate of any thereof) meeting the qualifications set forth above to act as Collateral Agent pending the appointment of a successor trustee has been appointed as provided Collateral Agent through the procedure described herein. .
(b) The Collateral Agent may be removed without cause at any time and a successor trustee or trustees appointed by the affirmative vote of any of the Majority Holders; provided that Bank, the Required Purchasers or NGOP, and written notice thereof delivered to the Collateral Agent. If the Collateral Agent shall be entitled to its fees and expenses to is so removed, the date of removal. If no successor trustee or trustees shall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation the Collateral Agent shall, or the Trustee or any Holder may, apply to any court of competent jurisdiction to Required Creditors may appoint a successor trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor trustee or trustees shall have been appointed as above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved by the Majority Holders as above provided.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees may be appointed by the Majority Holders, and the powers, duties, authority and title of the predecessor trustee or trustees terminated and canceled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable lawaccordance with SECTION 17(a) than appointment and designation of a successor trustee or trustees in writing, duly acknowledged, delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filedhereof.
(c) The appointment and designation referred to in Section 6.7(b) shall, after any required filing, be full evidence After the effective date of the right and authority to make resignation or removal of the same and Collateral Agent hereunder, the provisions of all the facts therein recited, and this Agreement shall vest in inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under the Security Instruments and this Agreement; PROVIDED, HOWEVER, that any liability of such successor trustee or trustees, without any further act, deed or conveyance, all of Collateral Agent arising from the estate and title performance of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority Holders, Company or the successor trustee or trustees, execute and deliver an instrument transferring obligations hereunder prior to such successor resignation or successors all the estates, properties, rights, powers, trusts, duties, authority and title of removal shall survive such predecessor resignation or predecessors hereunder and shall deliver all securities and moneys held by it to such successor trustee or trustees. Should any deed, conveyance or other instrument in writing from any Trustor be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trustees, be executed, acknowledged and delivered by such Trustorremoval.
(d) Any required filing for record Each of the instrument appointing a successor trustee parties hereto, including any resigning or trustees removed Collateral Agent, agrees to execute whatever documents as hereinabove provided shall be at the expense are necessary or reasonably requested, including, without limitation, amendments to or assignments of any of the Trustors. The Security Instruments, to effect the resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense removal of the Trustors, wherever Collateral Agent under this Agreement is recorded, registered or any other document executed pursuant to this Agreement and filedto continue the perfection of the Liens on the Collateral.
Appears in 1 contract
Sources: Collateral Agency and Intercreditor Agreement (National Golf Properties Inc)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may may: (i) terminate its obligations as Collateral Agent under this Agreement (subject to the terms set forth herein) upon at any time, by giving least 30 days’ prior written notice to Company the Debtors and the TrusteeParticipating Counterparties; provided, resign and be discharged however, that without the written consent of the responsibilities hereby createdMajority Participating Counterparties, such resignation will not be effective until a successor Collateral Agent reasonably acceptable to become effective upon the earlier of: (i) 30 days from Majority Participating Counterparties and the date Debtors shall have accepted appointment by the Participating Counterparties as Collateral Agent, pursuant hereto and shall have agreed to be bound by the terms of such noticethis Agreement; and or (ii) be removed upon at least 30 days’ prior written notice by the Majority Participating Counterparties, delivered to the Collateral Agent, the Debtors, and the Participating Counterparties. In the event of such termination or removal, the Majority Participating Counterparties, with the written consent of the Debtors so long as no Event of Default shall be outstanding (which consent shall not be unreasonably conditioned, withheld, or delayed), shall appoint a successor Collateral Agent. If, however, a successor collateral agent is not appointed by the Majority Participating Counterparties within 90 days after the giving of notice of resignation, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor trustee or trustees by Company, the acceptance of such appointment by such successor trustee or trustees, and the approval of such successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by the affirmative vote of the Majority Holders; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation the Collateral Agent shall, or the Trustee or any Holder may, apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor trustee or trustees shall have been appointed as above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved by the Majority Holders as above providedcollateral agent.
(b) If at any time Any successor Collateral Agent appointed pursuant hereto shall execute, acknowledge, and deliver to the Debtors, the predecessor Collateral Agent, and the Participating Counterparties, an instrument accepting such appointment under this Agreement. Thereupon, the resignation or removal of the predecessor Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees may be appointed by the Majority Holders, effective and the powers, duties, authority and title of the predecessor trustee or trustees terminated and canceled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, duly acknowledged, delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The appointment and designation referred to in Section 6.7(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee or trusteesCollateral Agent, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title obligations of its predecessor; but such predecessor shallas Collateral Agent under this Agreement, nevertheless, on the written request with like effect as if originally named as Collateral Agent. The predecessor Collateral Agent shall upon payment of the Majority Holders, Company or its fees and expenses deliver to the successor trustee or trustees, Collateral Agent all documents and statements and monies held by it under this Agreement; and the Debtors and the predecessor Collateral Agent shall execute and deliver an instrument transferring to such instruments and do such things as may reasonably be required for fully and certainly vesting and confirming in the successor or successors Collateral Agent all the estates, properties, such rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys held by it to such successor trustee or trustees. Should any deed, conveyance or other instrument in writing from any Trustor be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trustees, be executed, acknowledged and delivered by such Trustorobligations.
(d) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filed.
Appears in 1 contract
Sources: Security and Collateral Agency Agreement (AG Mortgage Investment Trust, Inc.)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 at least 90 days’ prior written notice to Company (or such lesser period as may be agreed by the Borrower, the Administrative Agent and the Indenture Trustee) to the Borrower, the Indenture Trustee and the Administrative Agent, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee or trustees by CompanyCollateral Agent, (ii) the acceptance of such appointment by such successor trustee or trustees, Collateral Agent and (iii) the approval of such successor trustee Collateral Agent evidenced by one or trustees more instruments signed by the Majority Holders; providedAdministrative Agent, thatthe Indenture Trustee and, no resignation unless an Event of Default shall become effective unless have occurred and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by continuing, the affirmative vote Borrower (which approval of the Majority Holders; provided that the Borrower shall not be unreasonably withheld or delayed). If no successor Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved shall have accepted such appointment within 30 90 days from after the date of the giving of Collateral Agent gives the aforesaid notice of resignation resignation, the Collateral Agent shallAgent, the Indenture Trustee or the Trustee or any Holder may, Administrative Agent may apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) Collateral Agent to act until such time, if any, as a successor trustee or trustees Collateral Agent shall have been appointed as above providedprovided in this Section 5.6. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved Collateral Agent appointed by the Majority Holders Administrative Agent as above providedprovided in clause (b) of this Section 5.6. The Administrative Agent may, at any time upon giving at least 30 days’ prior written notice thereof to the Collateral Agent, in conjunction with the resignation or removal of the Indenture Trustee under the 2012 Indenture, and so long as no Event of Default has occurred and is continuing under the Credit Agreement or the 2012 Notes Indenture, with the approval of the Borrower (which approval may not be unreasonably withheld or delayed), remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon the appointment of a successor Collateral Agent as provided by clause (b) of this Section 5.6 and acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees Collateral Agent may be appointed by the Majority Holders, and the Administrative Agent. The powers, duties, authority and title of the predecessor trustee or trustees Collateral Agent shall be terminated and canceled cancelled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, writing duly acknowledged, acknowledged and delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The the Borrower. Such appointment and designation referred to in Section 6.7(b) shall, after any required filing, shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement and the Security Documents shall vest in such successor trustee or trusteessuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority HoldersAdministrative Agent, Company the Borrower, or the successor trustee or trusteessuccessor, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and under the Security Documents and shall deliver all securities and moneys Collateral held by it or its agents to such successor trustee or trusteessuccessor. Should any deed, conveyance or other instrument in writing from any Trustor Obligor be required by any successor trustee or trustees Collateral Agent for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trusteesCollateral Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trusteessuccessor, be executed, acknowledged and delivered by such TrustorObligor. If such Obligor shall not have executed and delivered any such deed, conveyance or other instrument within 10 days after it shall have received a written request from the successor Collateral Agent to do so, or if an Event of Default shall have occurred and be continuing, the predecessor Collateral Agent may execute the same on behalf of such Obligor. Each Obligor hereby appoints any predecessor Collateral Agent as its agent and attorney to act for it as provided in the immediately preceding sentence.
(d) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filed.
Appears in 1 contract
Sources: Collateral Trust Agreement (Advanced Micro Devices Inc)
Resignation and Removal of the Collateral Agent. (a) The If the Collateral Agent may at any timeshall resign as Collateral Agent under this Agreement (or be removed pursuant to SECTION 18(b)), by giving 30 days’ prior written the Collateral Agent shall deliver notice of resignation promptly to Company and all the Trustee, resign and Secured Creditors. Such resignation (or removal) shall be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee Collateral Agent and the payment to the outgoing Collateral Agent of all amounts owed to it hereunder. The Required Creditors may appoint a successor Collateral Agent for the Secured Creditors, which successor Collateral Agent shall be a commercial bank, insurance company or trustees by Companytrust company organized under the laws of the United States of America or any state thereof having a combined surplus and capital of not less than $100,000,000, whereupon such successor Collateral Agent shall succeed to the acceptance rights, powers and duties of the former Collateral Agent and the obligations of the former Collateral Agent shall be terminated and canceled, without any other or further act or deed on the part of such appointment by such former Collateral Agent or any of the parties to this Agreement; PROVIDED, HOWEVER, that if the Secured Creditors cannot agree as to a successor trustee or trustees, and the approval Collateral Agent within fifteen (15) days after notice of such successor trustee resignation (or trustees by removal), then the Majority Holders; providedresigning (or removed) Collateral Agent may appoint an interim Collateral Agent (which shall not be the Bank, thata Noteholder, no resignation shall become effective unless and until or any Affiliate of any thereof) meeting the qualifications set forth above to act as Collateral Agent pending the appointment of a successor trustee has been appointed as provided Collateral Agent through the procedure described herein. .
(b) The Collateral Agent may be removed without cause at any time and a successor trustee or trustees appointed by the affirmative vote of any of the Majority Holders; provided that Bank or the Required Purchasers, and written notice thereof delivered to the Collateral Agent. If the Collateral Agent shall be entitled to its fees and expenses to is so removed, the date of removal. If no successor trustee or trustees shall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation the Collateral Agent shall, or the Trustee or any Holder may, apply to any court of competent jurisdiction to Required Creditors may appoint a successor trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor trustee or trustees shall have been appointed as above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved by the Majority Holders as above provided.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees may be appointed by the Majority Holders, and the powers, duties, authority and title of the predecessor trustee or trustees terminated and canceled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable lawaccordance with SECTION 18(a) than appointment and designation of a successor trustee or trustees in writing, duly acknowledged, delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filedhereof.
(c) The appointment and designation referred to in Section 6.7(b) shall, after any required filing, be full evidence After the effective date of the right and authority to make resignation or removal of the same and Collateral Agent hereunder, the provisions of all the facts therein recited, and this Agreement shall vest in inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under the Security Instruments and this Agreement; PROVIDED, HOWEVER, that any liability of such successor trustee or trustees, without any further act, deed or conveyance, all of Collateral Agent arising from the estate and title performance of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority Holders, Company or the successor trustee or trustees, execute and deliver an instrument transferring obligations hereunder prior to such successor resignation or successors all the estates, properties, rights, powers, trusts, duties, authority and title of removal shall survive such predecessor resignation or predecessors hereunder and shall deliver all securities and moneys held by it to such successor trustee or trustees. Should any deed, conveyance or other instrument in writing from any Trustor be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trustees, be executed, acknowledged and delivered by such Trustorremoval.
(d) Any required filing for record Each of the instrument appointing a successor trustee parties hereto, including any resigning or trustees removed Collateral Agent, agrees to execute whatever documents as hereinabove provided shall be at the expense are necessary or reasonably requested, including, without limitation, amendments to or assignments of any of the Trustors. The Security Instruments, to effect the resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense removal of the Trustors, wherever Collateral Agent under this Agreement is recorded, registered or any other document executed pursuant to this Agreement and filedto continue the perfection of the Liens on the Collateral.
Appears in 1 contract
Sources: Collateral Agency and Intercreditor Agreement (National Golf Properties Inc)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may resign at any time, time by giving at least 30 days’ prior ' written notice thereof to Company the other Holders and to the Trustee, resign and be discharged of the responsibilities hereby created, Grantors (such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee or trustees by Company, the acceptance of such appointment by such successor trustee or trusteestake effect as hereinafter provided), and the approval of such successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by the affirmative vote of the Majority Holders; provided that . In the event of any such resignation or removal of the Collateral Agent, the Majority Holders shall thereupon have the right to appoint a successor Collateral Agent, which successor Collateral Agent shall, if no Notice of Actionable Default shall have been given and not withdrawn, be entitled to its fees and expenses subject to the date prior approval of removalthe Grantors, which approval shall not be unreasonably withheld. If no successor trustee or trustees shall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation the Collateral Agent shall, or the Trustee or any Holder may, apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor trustee or trustees shall have been appointed as above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved by the Majority Holders as above providedand shall have accepted such appointment within 30 days after the notice of the intent of the Collateral Agent to resign, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent. Any successor Collateral Agent appointed pursuant to this clause (a) shall be either a Holder or a commercial bank organized under the laws of the United States of America or any state thereof and having a combined capital and surplus of at least $100,000,000.
(b) If at Upon the acceptance of any time the appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall resign or be removed or otherwise thereupon succeed to and become incapable of acting, or if at any time, a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees may be appointed by the Majority Holders, and the powers, duties, authority and title of the predecessor trustee or trustees terminated and canceled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, duly acknowledged, delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The appointment and designation referred to in Section 6.7(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee or trustees, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority privileges and title of its predecessor; but such predecessor shall, nevertheless, on the written request duties of the Majority Holdersretiring or removed Collateral Agent, Company and the retiring or removed Collateral Agent shall pay over to the successor trustee Collateral Agent all Collateral and Proceeds thereof which it holds and thereupon be discharged from its duties and future obligations hereunder. After any retiring or trusteesremoved Collateral Agent's resignation or removal hereunder as Collateral Agent, execute the provisions of Sections 5 and deliver an instrument transferring 6 shall continue in effect for its benefit in respect of any ---------- - actions taken or omitted to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys held be taken by it to such successor trustee or trustees. Should any deed, conveyance or other instrument in writing from any Trustor be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees while it was acting as the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trustees, be executed, acknowledged and delivered by such TrustorCollateral Agent.
(d) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filed.
Appears in 1 contract
Sources: Secured Credit Agreement (System Software Associates Inc)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company the Borrower, the Administrative Agent, the A-Advanced Lender and the TrusteeNoteholders, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee or trustees Collateral Agent by Companythe Required Secured Parties and, so long as no Event of Default has occurred and is continuing, consented to by the Borrower, such consent not to be unreasonably withheld, and (ii) the acceptance of such appointment by such successor trustee or trustees, and the approval of such Collateral Agent. If no successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by the affirmative vote of the Majority Holders; provided that the Collateral Agent shall be entitled to its fees appointed and expenses to shall have accepted such appointment within 90 days after the date of removal. If no successor trustee or trustees shall be appointed and approved within 30 days from the date of the giving of Collateral Agent gives the aforesaid notice of resignation resignation, the Collateral Agent shall, or the Trustee or any Holder may, may apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) Collateral Agent to act until such time, if any, as a successor trustee or trustees Collateral Agent shall have been appointed as above providedprovided in this Section 20. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved Collateral Agent appointed by the Majority Holders Required Secured Parties. The Required Secured Parties may, at any time remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon the acceptance of such appointment by the successor Collateral Agent, which successor Collateral Agent shall, so long as above providedno Event of Default shall have occurred and be continuing, be consented to by the Borrower, such consent not to be unreasonably withheld. Any resigning or removed Collateral Agent shall be entitled to Collateral Agent Fees to the ▇▇▇▇▇▇ ▇▇curred or arising, or relating to events occurring, before such resignation or removal.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees Collateral Agent may be appointed by the Majority HoldersRequired Secured Parties (subject to the Borrower's consent when required by Section 20(a)), and the powers, duties, authority and title title, of the predecessor trustee or trustees Collateral Agent shall be terminated and canceled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) other than appointment and designation of a successor trustee or trustees by the Required Secured Parties in writing, writing duly acknowledged, acknowledged and delivered to the predecessor trustee or trustees and Companyeach of the Administrative Agent, the Noteholders and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The the A-Advanced Lender. Such appointment and designation referred to in Section 6.7(b) shall, after any required filing, shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement and the Security Documents shall vest in such successor trustee or trusteessuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority HoldersRequired Secured Parties, Company the Credit Parties or the successor trustee or trustees, Collateral Agent execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and under the Security Documents and shall deliver all securities and moneys Collateral held by it or its agents to such successor trustee or trusteesCollateral Agent. Should any deed, conveyance or other instrument in writing from any Trustor the Credit Parties be required by any successor trustee or trustees Collateral Agent for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trusteesCollateral Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trusteessuccessor, be executed, acknowledged and delivered by the Credit Parties. If the Credit Parties shall not have executed and delivered any such Trustor.
(d) Any required filing for record deed, conveyance or other instrument within 10 days after it received a written request from the successor Collateral Agent to do so, or if a Notice of Default is in effect, the predecessor Collateral Agent may execute the same on behalf of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the TrustorsCredit Parties. The resignation of Credit Parties hereby appoint any trustee or trustees predecessor Collateral Agent as their agent and attorney to act for them as provided in the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filedpreceding sentence.
Appears in 1 contract
Sources: Note Agreement (Guilford Mills Inc)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company each Servicer, the Trust, the Holders and the TrusteeSecured Parties, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee or trustees Collateral Agent meeting the requirements of Section 7.8 hereof, (ii) the approval of such successor Collateral Agent (evidenced in writing) by Company, the Required Global Secured Parties and (iii) the acceptance of such appointment by such successor trustee or trustees, and the approval of such successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may (such acceptance not to be removed at any time and a unreasonably withheld). If no successor trustee or trustees appointed by the affirmative vote of the Majority Holders; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved shall have accepted such appointment within 30 60 days from after the date of the giving of Collateral Agent gives the aforesaid notice of resignation resignation, the Collateral Agent shall, or the Trustee or any Holder Secured Party may, apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) Collateral Agent to act until such time, if any, as a successor trustee or trustees Collateral Agent shall have been appointed as above provided. Any successor trustee or trustees Collateral Agent so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved Collateral Agent appointed by the Majority Holders Required Global Secured Parties as above providedprovided above. The Required Global Secured Parties may at any time, upon at least ten days' prior written notice, remove the Collateral Agent and appoint a successor Collateral Agent, provided that such successor Collateral Agent shall have -------- accepted such appointment. Any Collateral Agent shall be entitled to the Collateral Agent's fees provided hereunder to the extent incurred or arising, or relating to events occurring, before such resignation or removal.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees Collateral Agent may be appointed by the Majority Holders, Required Global Secured Parties and the powers, duties, authority and title of the predecessor trustee or trustees Collateral Agent shall be terminated and canceled without procuring the resignation of such predecessor trustee or trustees, Collateral Agent and without any other formality (except as may be required by applicable law) other than appointment and designation of a successor trustee or trustees Collateral Agent in writing, writing duly acknowledged, acknowledged and delivered to the predecessor trustee or trustees Collateral Agent, the Trust, each Secured Party and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The Holder. Such appointment and designation referred to in Section 6.7(b) shall, after any required filing, shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee or trusteesCollateral Agent, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorpredecessor Collateral Agent; but such predecessor Collateral Agent shall, nevertheless, on the written request of the Majority HoldersRequired Global Secured Parties, Company the Holders or the successor trustee or trusteesCollateral Agent, execute and deliver an instrument transferring to such successor or successors Collateral Agent all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors Collateral Agent hereunder and shall deliver all securities and moneys Collateral held by it or its agents to such successor trustee or trusteesCollateral Agent. Should any deed, conveyance or other instrument in writing from any Trustor a Holder be required by any successor trustee or trustees for to more fully and certainly vesting vest in such successor trustee or trustees Collateral Agent the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trusteesCollateral Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trusteesCollateral Agent, be executed, acknowledged and delivered by such TrustorHolder.
(d) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filed.
Appears in 1 contract
Sources: Collateral Agency Agreement (Navistar Financial Retail Receivables Corporation)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company and the Trustee, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from may resign at any time upon notice to the date of such notice; Secured Creditors and (ii) the appointment of a successor trustee or trustees by Company, the acceptance of such appointment by such successor trustee or trustees, and the approval of such successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by upon the affirmative vote written request of the Majority Holders; provided that Secured Creditors sent to the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation the Collateral Agent shall, or the Trustee or any Holder may, apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor trustee or trustees shall have been appointed as above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved by the Majority Holders as above providedother Secured Creditors.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of actingremoved, or if at any time, the Majority Secured Creditors shall have the right to select a vacancy shall occur in the office of replacement Collateral Agent by notice to the Collateral Agent for any other cause, a successor trustee or trustees may be appointed by the Majority Holders, and the powers, duties, authority and title of the predecessor trustee or trustees terminated and canceled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, duly acknowledged, delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filedSecured Creditors.
(c) The appointment and designation referred to in Section 6.7(b) shall, after Upon any required filing, be full evidence replacement of the right Collateral Agent, the Collateral Agent shall assign all right, title and authority to make interest of the same Collateral Agent hereunder and of under all the facts therein recited, and this Agreement shall vest in such successor trustee or trusteesSecurity Documents to the replacement Collateral Agent, without recourse to or representation or warranty by the Collateral Agent or any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority Holders, Company or the successor trustee or trustees, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys held by it to such successor trustee or trustees. Should any deed, conveyance or other instrument in writing from any Trustor be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trustees, be executed, acknowledged and delivered by such Trustor.
(d) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by Secured Creditors and at the expense of the TrustorsCompany. Upon such replacement, wherever the retiring Collateral Agent shall be discharged and released from its duties and obligations hereunder; however, the provisions of this Agreement is recordedshall continue in effect for the benefit of the retiring Collateral Agent in respect of any actions taken or omitted to be taken by the retiring Collateral Agent while it was acting as Collateral Agent.
(d) No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided herein and shall have assumed in writing the obligations of the Collateral Agent hereunder and under the Security Documents. In the event that a replacement Collateral Agent shall not have been selected as provided herein or shall not have assumed such obligations within 45 days after the resignation or removal of the Collateral Agent, registered and filedthen the Collateral Agent or any Secured Creditor may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent for the remainder of its term.
Appears in 1 contract
Sources: Intercreditor and Collateral Agency Agreement (Safeskin Corp)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 thirty days’ ' prior written notice to Company BMCA and the Trustee, each Lender Representative resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee collateral agent or trustees collateral agents by Companythe Required Lender Representative, and the acceptance of such appointment by such successor trustee collateral agent or trustees, and the approval of such successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided hereincollateral agents. The Collateral Agent may be removed at any time without cause and a successor trustee or trustees collateral agent appointed by the affirmative vote of the Majority HoldersRequired Lender Representative; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee collateral agent or trustees collateral agents shall be appointed and approved within 30 thirty days from the date of the giving of the aforesaid notice of resignation or within thirty days from the date of such removal, the Collateral Agent shall, or the Trustee or any Holder Lender Representative may, apply to any court of competent jurisdiction to appoint a successor trustee collateral agent or trustees collateral agents (which may be an individual or individuals) to act until such time, if any, as a successor trustee collateral agent or trustees collateral agents shall have been appointed as above provided. Any successor trustee collateral agent or trustees collateral agents so appointed by such court shall immediately and without further act be superseded by any successor trustee collateral agent or trustees approved collateral agents appointed by the Majority Holders as above providedRequired Lender Representative.
(b) If at any time the Collateral Agent shall resign or resign, be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee collateral agent or trustees collateral agents may be appointed by the Majority HoldersRequired Lender Representative, and the powers, duties, authority and title of the predecessor trustee collateral agent or trustees collateral agents terminated and canceled without procuring the resignation of such predecessor trustee collateral agent or trusteescollateral agents, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor trustee collateral agent or trustees collateral agents in writing, duly acknowledged, delivered to the predecessor trustee collateral agent or trustees collateral agents and CompanyBMCA, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The appointment and designation referred to in Section 6.7(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee collateral agent or trusteescollateral agents, without any further act, deed or conveyance, all of the estate and title of its predecessorpredecessor or their predecessors, and upon such filing for record the successor trustee collateral agent or trustees collateral agents shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorpredecessor or their predecessors; but such predecessor or predecessors shall, nevertheless, on the written request of the Majority Holdersany Lender Representative, Company BMCA, or the its or their successor trustee collateral agent or trusteescollateral agents, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys held by it to such successor trustee or trustees. Should any deed, conveyance or other instrument in writing from any Trustor be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trustees, be executed, acknowledged and delivered by such Trustor.
(d) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filed.or
Appears in 1 contract
Sources: Collateral Agent Agreement (Building Materials Investment Corp)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company the Company, the Indenture Trustee and the Trusteeeach New Representative (if any), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; notice and (ii) the appointment of a successor trustee or trustees by the Company, the acceptance of such appointment by such successor trustee or trustees, and the approval of such successor trustee or trustees by the Majority Holders; provided, that, provided that no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by the affirmative vote of the Majority Holders; provided that the Collateral Agent shall be entitled to paid its fees and reasonable expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation resignation, the Collateral Agent shall, or the Trustee Indenture Trustee, any New Representative or any Holder other Secured Party may, apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor trustee or trustees shall have been appointed as above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved by the Majority Holders as above provided.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees may be appointed by the Majority Holders, and the powers, duties, authority and title of the predecessor trustee or trustees terminated and canceled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, duly acknowledged, delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The appointment and designation referred to in Section 6.7(b6.07 (b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee or trustees, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority Holders, the Company or the successor trustee or trustees, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities Securities and moneys held by it to such successor trustee or trustees. Should any deed, conveyance or other instrument in writing from any Trustor be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trustees, be executed, acknowledged and delivered by such Trustor.
(d) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the sole expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section Article 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filed.
Appears in 1 contract
Resignation and Removal of the Collateral Agent. (ai) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company the Company, the Senior Indenture Trustee and the Trusteeeach Additional Authorized Representative (if any), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (iA) 30 days from the date of such notice; notice and (iiB) the appointment of a successor trustee collateral agent or trustees agents by the Company, the acceptance of such appointment by such successor trustee collateral agent or trusteesagents, and the approval of such successor trustee collateral agent or trustees agents by the Majority Holderseach Authorized Representative (such approval not to be unreasonably withheld, conditioned or delayed); provided, that, provided that no resignation shall become effective unless and until a successor trustee collateral agent has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee collateral agent or trustees collateral agents appointed by the affirmative vote each of the Majority HoldersAuthorized Representatives; provided that the Collateral Agent shall be entitled to paid its fees and expenses pursuant to Section 5(c) and all other amounts owed to it under this Agreement to the date of removal. If no successor trustee collateral agent or trustees agents shall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation or removal, the Collateral Agent shallAgent, or the Trustee Senior Indenture Trustee, any Additional Authorized Representative or any Holder other Secured Party may, apply to any court of competent jurisdiction jurisdiction, at the reasonable expense of the Company, to appoint a successor trustee collateral agent or trustees agents (which may be an individual or individuals) to act until such time, if any, as a successor trustee collateral agent or trustees agents shall have been appointed as above provided. Any successor trustee collateral agent or trustees agents so appointed by such court shall immediately and without further act be superseded by any successor trustee collateral agent or trustees approved agents appointed by the Majority Holders Authorized Representatives as above provided. Upon the appointment of a successor Collateral Agent hereunder and the transfer of all property held by the resigning Collateral Agent, the resigning Collateral Agent obligations hereunder shall cease.
(bii) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee collateral agent or trustees agents may be appointed by the Majority HoldersAuthorized Representatives, and the powers, duties, authority and title of the predecessor trustee collateral agent or trustees agents terminated and canceled without procuring the resignation of such predecessor trustee collateral agent or trusteesagents, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee collateral agent or trustees agents in writing, duly acknowledged, delivered to the predecessor trustee collateral agent or trustees agents and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(ciii) The appointment and designation referred to in Section 6.7(b6(g)(ii) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee collateral agent or trusteesagents, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee collateral agent or trustees agents shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority HoldersApplicable Authorized Representative, the Company or the successor trustee collateral agent or trusteesagents, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities Securities and moneys held by it to such successor trustee collateral agent or trusteesagents. Should any deed, conveyance or other instrument in writing from any Trustor Grantor be required by any successor trustee collateral agent or trustees agents for more fully and certainly vesting in such successor trustee collateral agent or trustees agents the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee collateral agent or trusteesagents, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee collateral agent or trusteesagents, be executed, acknowledged and delivered by such TrustorGrantor.
(div) Any required filing for record of the instrument appointing a successor trustee collateral agent or trustees agents as hereinabove provided shall be at the sole expense of the TrustorsGrantors. The resignation of any trustee collateral agent or trustees agents and the instrument or instruments removing any trustee collateral agent or trusteesagents, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the reasonable expense of the TrustorsGrantors, wherever this Agreement is recorded, registered and filed.
Appears in 1 contract
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company and the TrusteeTrustees, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee or trustees by Company, the acceptance of such appointment by such successor trustee or trustees, and the approval of such successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by the affirmative vote of the Majority Holders; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee or trustees shall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation the Collateral Agent shall, or the any Trustee or any Holder may, apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor trustee or trustees shall have been appointed as above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved by the Majority Holders as above provided.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees may be appointed by the Majority Holders, and the powers, duties, authority and title of the predecessor trustee or trustees terminated and canceled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor trustee or trustees in writing, duly acknowledged, delivered to the predecessor trustee or trustees and Company, and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The appointment and designation referred to in Section 6.7(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee or trustees, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority Holders, Company or the successor trustee or trustees, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys held by it to such successor trustee or trustees. Should any deed, conveyance or other instrument in writing from any Trustor be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trustees, be executed, acknowledged and delivered by such Trustor.
(d) Any required filing for record of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the Trustors. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filed.
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Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 thirty (30) days’ prior written notice to Company and the Trusteenotice, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee agent or trustees by agents with the Company, ’s consent (such consent not to be unreasonably withheld or delayed) and the acceptance of such appointment by such successor trustee agent or trustees, and the approval agents. The appointment of such successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided hereinagent or agents shall be within the discretion of the Instructing Group. The Collateral Agent may be removed at any time and a successor trustee or trustees agent appointed by the affirmative vote of the Majority HoldersInstructing Group; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor trustee agent or trustees agents shall be appointed and approved within 30 thirty (30) days from the date of the giving of the aforesaid notice of resignation or within (30) days from the date of such removal, the Collateral Agent shall, or the Trustee or any Holder Instructing Group may, apply to any court of competent jurisdiction to appoint a successor trustee agent or trustees (which may be an individual or individuals) agents to act until such time, if any, as a successor trustee agent or trustees agents shall have been appointed as above provided. Any successor trustee agent or trustees agents so appointed by such court shall immediately and without further act be superseded by any successor trustee agent or trustees approved agents appointed by the Majority Holders Instructing Group as above provided.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee agent or trustees agents may be appointed by the Majority HoldersInstructing Group with the Company’s consent (such consent not to be unreasonably withheld or delayed), and the powers, duties, authority and title of the predecessor trustee agent or trustees agents terminated and canceled without procuring the resignation of such predecessor trustee agent or trusteesagents, and without any other formality (except as may be required by applicable law) other than the appointment and designation of a successor trustee agent or trustees agents in writing, duly acknowledged, delivered to the predecessor trustee agent or trustees and Companyagents, and filed for record in each public office, if any, in which this Agreement is required to be filed. If no agent or agents shall be appointed and approved within thirty (30) days from the date the Collateral Agent becomes incapable of acting or a vacancy shall occur in the office of Collateral Agent, any Assignor or any Secured Party may apply to any court of competent jurisdiction to appoint a successor agent or agents to act until such time, if any, as a successor agent or agents shall have been appointed as above provided. Any successor agent or agents so appointed by such court shall immediately and without further act be superseded by any successor agent or agents approved by the Instructing Group as above provided.
(c) The appointment and designation referred to in Section 6.7(b11.9(a) or 11.9(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor trustee agent or trusteesagents, without any further act, deed or conveyance, all of the estate and title of its predecessorpredecessor or their predecessors, and upon such filing for record the successor trustee agent or trustees agents shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessorpredecessor or their predecessors; but such predecessor or predecessors shall, nevertheless, on the written request of the Majority HoldersInstructing Group, Company or the its or their successor trustee agent or trusteesagents, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and shall deliver all securities and moneys held by it or them to such successor trustee agent or trusteesagents. Should any deed, conveyance or other instrument in writing from any Trustor Assignor or from the Secured Parties, as applicable, be required by any successor trustee agent or trustees agents for more fully and certainly vesting in such successor trustee agent or trustees agents the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee agent or trusteesagents, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee agent or trusteesagents, be executed, acknowledged and delivered by such TrustorAssignor and the Secured Parties, as applicable.
(d) Any required filing for record of the instrument appointing a successor trustee agent or trustees agents as hereinabove provided shall be at the joint and several expense of the TrustorsAssignors. The resignation of any trustee agent or trustees agents and the instrument or instruments removing any trustee agent or trusteesagents, together with all other instruments, deeds and conveyances provided for in this Section 6 Article XI shall, if permitted required by law, be forthwith recorded, registered and filed by and at the joint and several expense of the TrustorsAssignors, wherever this Agreement is recorded, registered and filed.
(e) The Collateral Agent’s obligations hereunder are limited to the extent set forth in Section 12.15 of the Credit Agreement.
Appears in 1 contract
Sources: Collateral Security Agreement (Huntsman International LLC)
Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving 30 days’ prior written notice to Company the Borrower, the Administrative Agent, the A-Advanced Lender and the TrusteeNoteholders, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (i) 30 days from the date of such notice; and (ii) the appointment of a successor trustee or trustees Collateral Agent by Companythe Required Secured Parties and, so long as no Event of Default has occurred and is continuing, consented to by the Borrower, such consent not to be unreasonably withheld, and (ii) the acceptance of such appointment by such successor trustee or trustees, and the approval of such Collateral Agent. If no successor trustee or trustees by the Majority Holders; provided, that, no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Agent may be removed at any time and a successor trustee or trustees appointed by the affirmative vote of the Majority Holders; provided that the Collateral Agent shall be entitled to its fees appointed and expenses to shall have accepted such appointment within 90 days after the date of removal. If no successor trustee or trustees shall be appointed and approved within 30 days from the date of the giving of Collateral Agent gives the aforesaid notice of resignation resignation, the Collateral Agent shall, or the Trustee or any Holder may, may apply to any court of competent jurisdiction to appoint a successor trustee or trustees (which may be an individual or individuals) Collateral Agent to act until such time, if any, as a successor trustee or trustees Collateral Agent shall have been appointed as above providedprovided in this Section 20. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor trustee or trustees approved Collateral Agent appointed by the Majority Holders Required Secured Parties. The Required Secured Parties may, at any time remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon the acceptance of such appointment by the successor Collateral Agent, which successor Collateral Agent shall, so long as above providedno Event of Default shall have occurred and be continuing, be consented to by the Borrower, such consent not to be unreasonably withheld. Any resigning or removed Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.
(b) If at any time the Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time, time a vacancy shall occur in the office of the Collateral Agent for any other cause, a successor trustee or trustees Collateral Agent may be appointed by the Majority HoldersRequired Secured Parties (subject to the Borrower's consent when required by Section 20(a)), and the powers, duties, authority and title title, of the predecessor trustee or trustees Collateral Agent shall be terminated and canceled without procuring the resignation of such predecessor trustee or trustees, and without any other formality (except as may be required by applicable law) other than appointment and designation of a successor trustee or trustees by the Required Secured Parties in writing, writing duly acknowledged, acknowledged and delivered to the predecessor trustee or trustees and Companyeach of the Administrative Agent, the Noteholders and filed for record in each public office, if any, in which this Agreement is required to be filed.
(c) The the A-Advanced Lender. Such appointment and designation referred to in Section 6.7(b) shall, after any required filing, shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement and the Security Documents shall vest in such successor trustee or trusteessuccessor, without any further act, deed or conveyance, all of the estate and title of its predecessor, and upon such filing for record the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Majority HoldersRequired Secured Parties, Company the Credit Parties or the successor trustee or trustees, Collateral Agent execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder and under the Security Documents and shall deliver all securities and moneys Collateral held by it or its agents to such successor trustee or trusteesCollateral Agent. Should any deed, conveyance or other instrument in writing from any Trustor the Credit Parties be required by any successor trustee or trustees Collateral Agent for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trusteesCollateral Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trusteessuccessor, be executed, acknowledged and delivered by the Credit Parties. If the Credit Parties shall not have executed and delivered any such Trustor.
(d) Any required filing for record deed, conveyance or other instrument within 10 days after it received a written request from the successor Collateral Agent to do so, or if a Notice of Default is in effect, the predecessor Collateral Agent may execute the same on behalf of the instrument appointing a successor trustee or trustees as hereinabove provided shall be at the expense of the TrustorsCredit Parties. The resignation of Credit Parties hereby appoint any trustee or trustees predecessor Collateral Agent as their agent and attorney to act for them as provided in the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 6 shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Trustors, wherever this Agreement is recorded, registered and filedpreceding sentence.
Appears in 1 contract
Sources: Credit, Security, Guaranty and Pledge Agreement (Guilford Mills Inc)