Appointment of Co Trustees. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any collateral may at the time be located, or if the Trustee is unable or unwilling to execute any documents in a jurisdiction in which any collateral may at any time be located or hold or enforce the rights of the secured parties thereunder, each of the Company and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least twenty-five percent (25%) in aggregate principal amount of all of the Securities then Outstanding, the Company shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to act as co-Trustee, jointly with the Trustee, of all or any part of any collateral, or to act as separate Trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company and the Guarantor be required by any co-Trustee or separate Trustee so appointed to more fully confirm to such co-Trustee or separate Trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company and the Guarantor. Every co-Trustee or separate Trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions: (a) The Securities shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee; (b) The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-Trustee or separate Trustee jointly, as shall be provided in the instrument appointing such co-Trustee or separate Trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-Trustee or separate Trustee; (c) The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company and the Guarantor, may accept the resignation of or remove any co-Trustee or separate Trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-Trustee or separate Trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company and the Guarantor shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-Trustee or separate Trustee so resigned or removed may be appointed in the manner provided in this Section; (d) Neither the Trustee nor any co-Trustee or separate Trustee hereunder shall be personally liable by reason of any act or omission of any other Trustee hereunder; and (e) Any act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-Trustee and separate Trustee.
Appears in 4 contracts
Samples: Senior Indenture (Markel Corp), Senior Indenture (ALTERRA CAPITAL HOLDINGS LTD), Subordinated Indenture (Alterra Finance LLC)
Appointment of Co Trustees. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any collateral may at the time be located, or if the Trustee is unable or unwilling to execute any documents in a jurisdiction in which any collateral may at any time be located or hold or enforce the rights of the secured parties thereunderapplicable jurisdiction, each of the Company and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least twenty-five percent (25%) % in aggregate principal amount of all of the Securities Notes then Outstanding, the Company and each applicable Note Guarantor shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to act as co-Trusteetrustee, jointly with the Trustee, of all or any part of any collateral, or to act as separate Trustee of any such propertytrustee, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this SectionSection 7.12. If the Company or any applicable Note Guarantor does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company and the or any Note Guarantor be required by any co-Trustee trustee or separate Trustee trustee so appointed to more fully confirm to such co-Trustee trustee or separate Trustee trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company and the and/or such Note Guarantor. Every co-Trustee trustee or separate Trustee trustee shall, to the extent permitted by lawlaw and applicable regulation, but to such extent only, be appointed subject to the following conditions:
(a1) The Securities the Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee;
(b2) The the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-Trustee trustee or separate Trustee trustee jointly, as shall be provided in the instrument appointing such co-Trustee trustee or separate Trusteetrustee, except to the extent that under any law or applicable regulation of any jurisdiction in which any particular act is to be performed the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-Trustee trustee or separate trustee, but solely at the direction of the Trustee;
(c3) The the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company and the GuarantorCompany, may accept the resignation of or remove any co-Trustee trustee or separate Trustee trustee appointed under this SectionSection 7.12, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-Trustee trustee or separate Trustee trustee without the concurrence of the Company. Upon the written request of the Trustee, the The Company and the each applicable Note Guarantor shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-Trustee trustee or separate Trustee trustee so resigned or removed may be appointed in the manner provided in this Section;Section 7.12; and
(d4) Neither neither the Trustee nor any co-Trustee trustee or separate Trustee trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee hereunder; and
(e) Any act or separately, as may be provided therein, subject to all the provisions of Holders delivered this Indenture, specifically including every provision of this Indenture relating to the Trustee conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be deemed to have been delivered to each such filed with the Trustee. Any separate trustee or co-trustee may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law and applicable regulations, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of his, her or its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law and applicable regulations, without appointment of a new or successor trustee.
Appears in 3 contracts
Samples: Indenture (MDC Partners Inc), Indenture (MDC Partners Inc), Indenture (MDC Partners Inc)
Appointment of Co Trustees. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any collateral may at the time be located, or if the Trustee is unable or unwilling to execute any documents in a jurisdiction in which any collateral may at any time be located or hold or enforce the rights of the secured parties thereunder, each of the Company and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least twenty-five percent per centum (25%) in aggregate principal amount of all of the Securities Notes then Outstanding, the Company shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to act as co-Trusteetrustee, jointly with the Trustee, of all or any part of any collateral, or to act as separate Trustee trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company and the Guarantor be required by any co-Trustee trustee or separate Trustee trustee so appointed to more fully confirm to such co-Trustee trustee or separate Trustee trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company and the Guarantor. Every co-Trustee trustee or separate Trustee trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions:
(a) The Securities shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee;
(b) The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-Trustee trustee or separate Trustee trustee jointly, as shall be provided in the instrument appointing such co-Trustee trustee or separate Trusteetrustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-Trustee trustee or separate Trusteetrustee;
(c) The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company and the Guarantor, may accept the resignation of or remove any co-Trustee trustee or separate Trustee trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-Trustee trustee or separate Trustee trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company and the Guarantor shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-Trustee trustee or separate Trustee trustee so resigned or removed may be appointed in the manner provided in this Section;
(d) Neither the Trustee nor any co-Trustee trustee or separate Trustee trustee hereunder shall be personally liable by reason of any act or omission of any other Trustee trustee hereunder; and
(e) Any act Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-Trustee trustee and separate Trusteetrustee.
Appears in 3 contracts
Samples: Senior Indenture (Max USA Holdings Ltd.), Subordinated Indenture (Max USA Holdings Ltd.), Indenture (Max Re Capital LTD)
Appointment of Co Trustees. At any time or times, for It is the purpose of meeting the legal requirements this Indenture that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as trustee in which any collateral may at such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the time be locatedenforcement thereof on default, or if in the case the Trustee is unable deems that by reason of any present or unwilling to execute future law of any documents in a jurisdiction in which it may not exercise any collateral may at any time be located or hold or enforce the rights of the secured parties thereunderpowers, each of the Company and the Trustee shall have power rights or remedies herein granted to appoint, and, upon the written request of the Trustee or hold title to the properties, in trust, as herein granted or take any action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions of this Section are adopted to these ends. In the Holders event that the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of at least twentyaction, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-five percent (25%) trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and only to the extent that the Trustee by the laws of any jurisdiction is incapable of exercising such powers, rights and remedies and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. Should any instrument in aggregate principal amount of all of the Securities then Outstanding, writing from the Company shall for such purpose join with be required by the Trustee in the execution and delivery of all instruments and agreements necessary separate or proper to appoint, one or more Persons approved co-trustee so appointed by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to act as co-Trustee, jointly with the Trustee, of all or any part of any collateral, or to act as separate Trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company and the Guarantor be required by any co-Trustee or separate Trustee so appointed to for more fully confirm and certainly vesting in and confirming to him or it such co-Trustee or separate Trustee such propertyproperties, titlerights, right or powerpowers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and at the Guarantor. Every co-Trustee or separate Trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions:
(a) The Securities shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect expense of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee;
(b) The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-Trustee or separate Trustee jointly, as shall be Company; provided in the instrument appointing such co-Trustee or separate Trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-Trustee or separate Trustee;
(c) The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company and the Guarantor, may accept the resignation of or remove any co-Trustee or separate Trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, if the Trustee shall have power to accept the resignation of, or remove, Company does not execute any such co-Trustee or separate Trustee without the concurrence of the Company. Upon the written instrument within fifteen (15) days after request of the Trusteetherefor, the Company and the Guarantor shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-Trustee or separate Trustee so resigned or removed may be appointed in the manner provided in this Section;
(d) Neither the Trustee nor any co-Trustee or separate Trustee hereunder shall be personally liable by reason of any act or omission of any other Trustee hereunder; and
(e) Any act of Holders delivered to the Trustee shall be deemed empowered as an attorney-in-fact for the Company to have been delivered to each execute any such instrument in the Company’s name and stead. In case any separate or co-trustee or a successor to either shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee and until the appointment of a new trustee or successor to such separate Trusteeor co-trustee. Notwithstanding anything to the contrary contained herein, the Trustee shall not be responsible for the acts of any co-trustee or other trustee.
Appears in 1 contract
Samples: Indenture (Teck Metals Ltd.)
Appointment of Co Trustees. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction (including any jurisdiction in which any collateral of the Collateral may at the time be located), or if the Trustee is unable or unwilling to execute any documents in a jurisdiction in which any collateral of Collateral may at any time be located or hold or enforce the rights of the secured parties thereunder, each of the Company Issuers and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least twenty-five percent per centum (25%) in aggregate principal amount of all of the Securities Notes then Outstanding, the Company Issuers and each applicable Guarantor shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company Issuers either to act as co-Trusteetrustee, jointly with the Trustee, of all or any part of any collateralthe Collateral, or to act as separate Trustee trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this SectionSection 7.13. If the Company Issuers or any applicable Guarantor does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company and the Issuers or any Guarantor be required by any co-Trustee trustee or separate Trustee trustee so appointed to more fully confirm to such co-Trustee trustee or separate Trustee trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company and the Issuers and/or such Guarantor. Every co-Trustee trustee or separate Trustee trustee shall, to the extent permitted by lawlaw and applicable regulation, but to such extent only, be appointed subject to the following conditions:
(a) The Securities the Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee;
(b) The the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-Trustee trustee or separate Trustee trustee jointly, as shall be provided in the instrument appointing such co-Trustee trustee or separate Trusteetrustee, except to the extent that under any law or applicable regulation of any jurisdiction in which any particular act is to be performed the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-Trustee trustee or separate trustee, but solely at the direction of the Trustee;
(c) The the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company and the GuarantorIssuers, may accept the resignation of or remove any co-Trustee trustee or separate Trustee trustee appointed under this SectionSection 7.13, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-Trustee trustee or separate Trustee trustee without the concurrence of the CompanyIssuers. Upon the written request of the Trustee, the Company The Issuers and the each applicable Guarantor shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-Trustee trustee or separate Trustee trustee so resigned or removed may be appointed in the manner provided in this SectionSection 7.13;
(d) Neither neither the Trustee nor any co-Trustee trustee or separate Trustee trustee hereunder shall be personally liable by reason of any act or omission of any other Trustee trustee hereunder; and
(e) Any act Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-Trustee trustee and separate trustee. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be filed with the Trustee. Any separate trustee or co-trustee may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law and applicable regulations, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of his, her or its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law and applicable regulations, without appointment of a new or successor trustee.
Appears in 1 contract
Appointment of Co Trustees. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any collateral may at the time be located, or if the Trustee is unable or unwilling to execute any documents in a jurisdiction in which any collateral may at any time be located or hold or enforce the rights of the secured parties thereunderjurisdiction, each of the Company Issuers and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least twenty-five percent per centum (25%) in aggregate principal amount of all of the Securities Notes then Outstanding, the Company Issuers and each applicable Guarantor shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company Issuers either to act as co-Trusteetrustee, jointly with the Trustee, of all or any part of any collateral, or to act as separate Trustee trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this SectionSection 7.13. If the Company Issuers or any applicable Guarantor does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company and the Issuers or any Guarantor be required by any co-Trustee trustee or separate Trustee trustee so appointed to more fully confirm to such co-Trustee trustee or separate Trustee trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company and the Issuers and/or such Guarantor. Every co-Trustee trustee or separate Trustee trustee shall, to the extent permitted by lawlaw and applicable regulation, but to such extent only, be appointed subject to the following conditions:
(a) The Securities the Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee;
(b) The the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-Trustee trustee or separate Trustee trustee jointly, as shall be provided in the instrument appointing such co-Trustee trustee or separate Trusteetrustee, except to the extent that under any law or applicable regulation of any jurisdiction in which any particular act is to be performed the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-Trustee trustee or separate trustee, but solely at the direction of the Trustee;
(c) The the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company and the GuarantorIssuers, may accept the resignation of or remove any co-Trustee trustee or separate Trustee trustee appointed under this SectionSection 7.13, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-Trustee trustee or separate Trustee trustee without the concurrence of the CompanyIssuers. Upon the written request of the Trustee, the Company The Issuers and the each applicable Guarantor shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-Trustee trustee or separate Trustee trustee so resigned or removed may be appointed in the manner provided in this SectionSection 7.13;
(d) Neither neither the Trustee nor any co-Trustee trustee or separate Trustee trustee hereunder shall be personally liable by reason of any act or omission of any other Trustee trustee hereunder; and
(e) Any act Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-Trustee trustee and separate trustee. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be filed with the Trustee. Any separate trustee or co-trustee may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law and applicable regulations, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of his, her or its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law and applicable regulations, without appointment of a new or successor trustee.
Appears in 1 contract
Appointment of Co Trustees. At any time or times, for It is the purpose of meeting the legal requirements this Indenture that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as trustee in which any collateral may at such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the time be locatedenforcement thereof on default, or if in the case the Trustee is unable deems that by reason of any present or unwilling to execute future law of any documents in a jurisdiction in which it may not exercise any collateral may at any time be located or hold or enforce the rights of the secured parties thereunderpowers, each of the Company and the Trustee shall have power rights or remedies herein granted to appoint, and, upon the written request of the Trustee or hold title to the properties, in trust, as herein granted or take any action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions of this Section are adopted to these ends. In the Holders event that the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of at least twentyaction, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-five percent (25%) trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and only to the extent that the Trustee by the laws of any jurisdiction is incapable of exercising such powers, rights and remedies and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. Should any instrument in aggregate principal amount of all of the Securities then Outstanding, writing from the Company shall for such purpose join with be required by the Trustee in the execution and delivery of all instruments and agreements necessary separate or proper to appoint, one or more Persons approved co-trustee so appointed by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to act as co-Trustee, jointly with the Trustee, of all or any part of any collateral, or to act as separate Trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company and the Guarantor be required by any co-Trustee or separate Trustee so appointed to for more fully confirm and certainly vesting in and confirming to him or it such co-Trustee or separate Trustee such propertyproperties, titlerights, right or powerpowers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and at the Guarantor. Every co-Trustee or separate Trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions:
(a) The Securities shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect expense of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee;
(b) The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-Trustee or separate Trustee jointly, as shall be Company; provided in the instrument appointing such co-Trustee or separate Trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-Trustee or separate Trustee;
(c) The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company and the Guarantor, may accept the resignation of or remove any co-Trustee or separate Trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, if the Trustee shall have power to accept the resignation of, or remove, Company does not execute any such co-Trustee or separate Trustee without the concurrence of the Company. Upon the written instrument within fifteen (15) days after request of the Trusteetherefor, the Company and the Guarantor shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-Trustee or separate Trustee so resigned or removed may be appointed in the manner provided in this Section;
(d) Neither the Trustee nor any co-Trustee or separate Trustee hereunder shall be personally liable by reason of any act or omission of any other Trustee hereunder; and
(e) Any act of Holders delivered to the Trustee shall be deemed empowered as an attorney-in-fact for the Company to have been delivered to each execute any such instrument in the Company’s name and stead. In case any separate or co-trustee or a successor to either shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee and until the appointment of a new trustee or successor to such separate Trusteeor co-trustee.
Appears in 1 contract
Samples: Indenture (Teck Cominco LTD)
Appointment of Co Trustees. At any time or times, for (a) It is the purpose intent of meeting the legal requirements this Indenture that there shall be no violation of any jurisdiction law of any State denying or restricting the right of banking corporations or associations to transact business as trustee in which any collateral may at such State. It is recognized that in case of litigation under this Indenture, and in particular in case of enforcement upon the time be locatedoccurrence of an Event of Default, or if in the case of the circumstances described in the last sentence of Section 6.07(c) or in case the Trustee is unable deems that by reason of any present or unwilling future law of any State it may not exercise any of the powers, rights or remedies herein granted to execute any documents in a jurisdiction in which any collateral may at any time be located it or hold title to the properties, in trust, as herein granted, or enforce take any other action which may be desirable or necessary in connection therewith, it may be necessary that the rights of the secured parties thereunder, each of the Company and Issuer or the Trustee shall have power to appoint, and, upon the written request of the Trustee appoint an individual or of the Holders of at least twentyinstitution as a separate or co-five percent (25%) in aggregate principal amount of all of the Securities then Outstanding, the Company shall trustee for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to act as co-Trustee, jointly with the Trustee, of all or any part of any collateral, or to act as separate Trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other purpose. The following provisions of this Section. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so Section 6.12 are adopted to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company and the Guarantor be required by any co-Trustee or separate Trustee so appointed to more fully confirm to such co-Trustee or separate Trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company and the Guarantor. Every co-Trustee or separate Trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions:
(a) The Securities shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee;these ends.
(b) The Trustee may not appoint an individual or institution as co-trustee or as a separate trustee, unless it receives the written consent of the Issuer to such appointment, which consent shall not be withheld unreasonably. No co-trustee or separate trustee may be an Affiliate of the Issuer or of any of the Issuer's Affiliates. No co-trustee may act as a paying agent for the Securities, nor may any co-trustee make withdrawals from the Distribution Account or the Reserve Fund unless each Rating Agency shall have confirmed to the Trustee in writing that such actions by such co-trustee will not impair, or cause the Securities to fail to retain, the rating then assigned to the Securities by such Rating Agency.
(c) In the event that the Issuer or the Trustee appoints an additional individual or institution as such separate or co-trustee (i) each and every remedy, power, right, claim, demand, of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee, but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies and (ii) every covenant and obligation necessary to the exercise of such rights, powers and remedies by such separate or co-trustee shall run to and be enforceable by either of them, and such separate or co-trustee shall have the same rights to reasonable compensation for the services rendered by it, to indemnification, and as to reliance, as would be available under this Indenture under similar circumstances to the Trustee; provided, however, that such rights shall in each case be subject to the same limitations thereon as would be applicable to the corresponding rights of the Trustee under similar circumstances. The Issuer or the Trustee shall have the right to terminate the appointment of any such additional co-trustee hereunder.
(d) In case any such separate trustee or additional co-trustee, or a successor to either, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-Trustee or separate Trustee jointly, as shall be provided in the instrument appointing such co-Trustee or separate Trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powerstrusts, duties and obligations shall be exercised and performed by of such separate trustee or additional co-Trustee trustee that would otherwise be vested in or separate Trustee;
(c) The Trustee at any time, by an instrument in writing executed by it, with be the concurrence of the Company and the Guarantor, may accept the resignation of or remove any co-Trustee or separate Trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-Trustee or separate Trustee without the concurrence of the Company. Upon the written request obligation of the Trustee, the Company so far as permitted by law, shall vest in and the Guarantor shall join with be exercised by the Trustee in until the execution and delivery appointment of all instruments and agreements necessary a new trustee or proper to effectuate such resignation or removal. A successor to any such separate trustee or co-Trustee or separate Trustee so resigned or removed may be appointed trustee.
(e) Promptly after the appointment of a co-trustee, the Issuer shall give notice of such appointment to the Holders of Securities in the manner provided in this Section;
(d) Neither Section 1.06. Such notice shall include the Trustee nor any name of the co-Trustee or separate Trustee hereunder shall be personally liable by reason trustee and the address of any act or omission of any other Trustee hereunder; and
(e) Any act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-Trustee and separate Trusteeits corporate trust office.
Appears in 1 contract
Samples: Indenture of Trust (Main Place Real Estate Investment Trust /Md/)
Appointment of Co Trustees. (a) At any time or times, for the purpose of meeting the legal requirements of any jurisdiction or discharging the Trustee’s duties and performing its obligations in which any collateral may at the time be located, or if the Trustee is unable or unwilling to execute any documents in a jurisdiction in which any collateral may at any time be located or hold or enforce the rights administration of the secured parties thereundertrusts hereof, each of the Company Issuers and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least twenty-five percent (25%) in aggregate principal amount of all of the Securities then Outstanding, the Company shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, appoint one or more Persons persons approved by the Trustee and, if no Default or Event of Default shall have occurred and be continuing, by the Company Issuers either to act as co-Trusteetrustee, jointly with the Trustee, of all or any part of any collateralthe rights, powers, duties, obligations or trusts hereof, or to act as separate Trustee trustee of any such propertyrights, in either case with such powers powers, duties, obligations or trusts, as may be provided in the instrument of appointment, and to vest in such Person person or Personspersons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this SectionSection 7.10. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, Default or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. .
(b) Should any written instrument or instruments from the Company and the Issuers or any Guarantor be required by any co-Trustee trustee or separate Trustee trustee so appointed to more fully confirm to such co-Trustee trustee or separate Trustee trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company and the Issuers and/or such Guarantor. .
(c) Every co-Trustee trustee or separate Trustee trustee shall, to the extent permitted by lawlaw and applicable regulation, but to such extent only, be appointed subject to the following conditions:
(a1) The Securities the Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, delivered solely by the Trustee;
(b2) The the rights, powers, duties duties, obligations and obligations trusts hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-Trustee trustee or separate Trustee trustee jointly, as shall be provided in the instrument appointing such co-Trustee trustee or separate Trusteetrustee, except to the extent that under any law or applicable regulation of any jurisdiction in which any particular act is to be performed performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties duties, obligations and obligations trusts shall be exercised and performed by such co-Trustee trustee or separate trustee, but solely at the direction of the Trustee;
(c3) The the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company and the GuarantorIssuers, may accept the resignation of or remove any co-Trustee trustee or separate Trustee trustee appointed under this SectionSection 7.10, and, if an a Default or Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-Trustee trustee or separate Trustee trustee without the concurrence of the CompanyIssuers. Upon the written request of the TrusteeThe Issuers and each applicable Guarantor, the Company and the Guarantor if necessary, shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-Trustee trustee or separate Trustee trustee so resigned or removed may be appointed in the manner provided in this SectionSection 7.10;
(d4) Neither neither the Trustee nor any co-Trustee trustee or separate Trustee trustee hereunder shall be personally liable by reason of any act or omission of any other Trustee trustee hereunder; and
(e5) Any act of Holders any notice, direction, instruction or consent delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
(d) Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be filed with the Trustee and the Issuers.
(e) Any separate trustee or co-trustee may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law and applicable regulations, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law and applicable regulations, without appointment of a new or successor trustee.
(f) Each separate trustee or co-trustee appointed pursuant to this Section 7.10 shall be entitled to the benefit of indemnification provisions of Section 7.06 of this Indenture and the provisions of Section 7.06 of this Indenture shall apply, mutatis mutandis, to each such separate trustee or co-trustee.
Appears in 1 contract
Appointment of Co Trustees. At any time upon the occurrence or timesduring the continuation of an Event of Default, for the purpose of meeting the legal requirements of any jurisdiction in which any collateral may at the time be located, or if the Trustee is unable or unwilling to execute any documents in a jurisdiction in which any collateral may at any time be located or hold or enforce the rights of the secured parties thereunder, each of the Company and the Trustee shall to the extent permitted under the TIA have power to appoint, and, upon the written request of the Trustee or of the Holders Securityholders of at least twenty-five percent per cent (25%) in aggregate principal amount of all of the Securities then Outstanding, the Company and each applicable Subsidiary Guarantor shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements reasonably necessary or proper to appoint, one or more Persons approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to act as co-Trusteetrustee, jointly with the Trustee, of all or any part of any collateral, or to act as separate Trustee of any such propertytrustee, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this SectionSection 7.12. If the Company or any applicable Subsidiary Guarantor does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company and the or any Subsidiary Guarantor be reasonably required by any co-Trustee trustee or separate Trustee trustee so appointed to more fully confirm to such co-Trustee trustee or separate Trustee trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company and the and/or such Subsidiary Guarantor. Every co-Trustee trustee or separate Trustee trustee shall, to the extent permitted by lawlaw and applicable regulation, but to such extent only, be appointed subject to the following conditions:
(a) The the Securities shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee;
(b) The the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-Trustee trustee or separate Trustee trustee jointly, or by such co-trustee or separate trustee, as shall be provided in the instrument appointing such co-Trustee trustee or separate Trusteetrustee, except to the extent that under any law or applicable regulation of any jurisdiction in which any particular act is to be performed the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-Trustee trustee or separate trustee, but solely at the direction of the Trustee;
(c) The the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company and the Guarantor, may accept the resignation of or remove any co-Trustee trustee or separate Trustee trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-Trustee or separate Trustee without the concurrence of the CompanySection 7.12. Upon the written request of the Trustee, the The Company and the each applicable Subsidiary Guarantor shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-Trustee trustee or separate Trustee trustee so resigned or removed may be appointed in the manner provided in this Section;Section 7.12; and
(d) Neither neither the Trustee nor any co-Trustee trustee or separate Trustee trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee hereunder; and
(e) Any act or separately, as may be provided therein, subject to all the provisions of Holders delivered this Indenture, specifically including every provision of this Indenture relating to the Trustee conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be deemed to have been delivered to each such filed with the Trustee. Any separate trustee or co-trustee may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law and applicable regulations, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of his, her or its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law and applicable regulations, without appointment of a new or successor trustee.
Appears in 1 contract
Appointment of Co Trustees. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any collateral may at the time be located, or if the Trustee is unable or unwilling to execute any documents in a jurisdiction in which any collateral may at any time be located or hold or enforce the rights of the secured parties thereunderapplicable jurisdiction, each of the Company and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least twenty-five percent (25%) % in aggregate principal amount of all of the Securities Notes then Outstanding, the Company and each applicable Note Guarantor shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to act as co-Trusteetrustee, jointly with the Trustee, of all or any part of any collateral, or to act as separate Trustee of any such propertytrustee, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this SectionSection 7.12. If the Company or any applicable Note Guarantor does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company and the or any Note Guarantor be required by any co-Trustee trustee or separate Trustee trustee so appointed to more fully confirm to such co-Trustee trustee or separate Trustee trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company and the and/or such Note Guarantor. Every co-Trustee trustee or separate Trustee trustee shall, to the extent permitted by lawlaw and applicable regulation, but to such extent only, be appointed subject to the following conditions:
(a1) The Securities the Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee;Trustee;
(b2) The the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-Trustee trustee or separate Trustee trustee jointly, as shall be provided in the instrument appointing such co-Trustee trustee or separate Trusteetrustee, except to the extent that under any law or applicable regulation of any jurisdiction in which any particular act is to be performed the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-Trustee trustee or separate Trustee;trustee, but solely at the direction of the Trustee;
(c3) The the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company and the GuarantorCompany, may accept the resignation of or remove any co-Trustee trustee or separate Trustee trustee appointed under this SectionSection 7.12, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-Trustee trustee or separate Trustee trustee without the concurrence of the Company. Upon the written request of the Trustee, the The Company and the each applicable Note Guarantor shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-Trustee trustee or separate Trustee trustee so resigned or removed may be appointed in the manner provided in this Section;Section 7.12; and
(d4) Neither neither the Trustee nor any co-Trustee trustee or separate Trustee trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee hereunder; and
(e) Any act or separately, as may be provided therein, subject to all the provisions of Holders delivered this Indenture, specifically including every provision of this Indenture relating to the Trustee conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be deemed to have been delivered to each such filed with the Trustee. Any separate trustee or co-trustee may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law and applicable regulations, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of his, her or its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law and applicable regulations, without appointment of a new or successor trustee.
Appears in 1 contract
Samples: Indenture (Stagwell Inc)
Appointment of Co Trustees. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any collateral of the Collateral may at the time be located, or if the Trustee is unable or unwilling to execute any documents in a jurisdiction in which any collateral of Collateral may at any time be located or hold or enforce the rights of the secured parties thereunder, each of the Company Issuers and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least twenty-five percent per centum (25%) in aggregate principal amount of all of the Securities Notes then Outstanding, the Company Issuers shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company Issuers either to act as co-Trusteetrustee, jointly with the Trustee, of all or any part of any collateralthe Collateral, or to act as separate Trustee trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Company Issuers or any applicable Guarantor does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company and the Issuers or any Guarantor be required by any co-Trustee trustee or separate Trustee trustee so appointed to more fully confirm to such co-Trustee trustee or separate Trustee trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company and the Issuers and/or such Guarantor. Every co-Trustee trustee or separate Trustee trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions:
(a) The Securities Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee;
(b) The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-Trustee trustee or separate Trustee trustee jointly, as shall be provided in the instrument appointing such co-Trustee trustee or separate Trusteetrustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-Trustee trustee or separate Trusteetrustee;
(c) The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company and the GuarantorIssuers, may accept the resignation of or remove any co-Trustee trustee or separate Trustee trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-Trustee trustee or separate Trustee trustee without the concurrence of the CompanyIssuers. Upon the written request of the Trustee, the Company Issuers and the each applicable Guarantor shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-Trustee trustee or separate Trustee trustee so resigned or removed may be appointed in the manner provided in this Section;
(d) Neither the Trustee nor any co-Trustee trustee or separate Trustee trustee hereunder shall be personally liable by reason of any act or omission of any other Trustee trustee hereunder; and
(e) Any act Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-Trustee trustee and separate Trusteetrustee.
Appears in 1 contract
Samples: Indenture (MagnaChip Semiconductor LTD (United Kingdom))
Appointment of Co Trustees. At any time or times, for (a) It is the purpose intent of meeting the legal requirements this Indenture that there shall be no violation of any jurisdiction law of any State denying or restricting the right of banking corporations or associations to transact business as trustee in which any collateral may at such State. It is recognized that in case of litigation under this Indenture, and in particular in case of enforcement upon the time be locatedoccurrence of an Event of Default, or if in the case of the circumstances described in the last sentence of Section 6.07(c) or in case the Trustee is unable deems that by reason of any present or unwilling future law of any State it may not exercise any of the powers, rights or remedies herein granted to execute any documents in a jurisdiction in which any collateral may at any time be located it or hold title to the properties, in trust, as herein granted, or enforce take any other action which may be desirable or necessary in connection therewith, it may be necessary that the rights of the secured parties thereunder, each of the Company and Issuer or the Trustee shall have power to appoint, and, upon the written request of the Trustee appoint an individual or of the Holders of at least twentyinstitution as a separate or co-five percent (25%) in aggregate principal amount of all of the Securities then Outstanding, the Company shall trustee for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to act as co-Trustee, jointly with the Trustee, of all or any part of any collateral, or to act as separate Trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other purpose. The following provisions of this Section. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so Section 6.12 are adopted to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company and the Guarantor be required by any co-Trustee or separate Trustee so appointed to more fully confirm to such co-Trustee or separate Trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company and the Guarantor. Every co-Trustee or separate Trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions:
(a) The Securities shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee;these ends.
(b) The Trustee may not appoint an individual or institution as co-trustee or as a separate trustee, unless it receives the written consent of the Issuer to such appointment, which consent shall not be withheld unreasonably. No co-trustee or separate trustee may be an Affiliate of the Issuer or of any of the Issuer's Affiliates. No co-trustee may act as a paying agent for the Bonds, nor may any co-trustee make withdrawals from the Distribution Account or the Reserve Fund unless each Rating Agency shall have confirmed to the Trustee in writing that such actions by such co-trustee will not impair, or cause the Bonds to fail to retain, the rating then assigned to the Bonds by such Rating Agency.
(c) In the event that the Issuer or the Trustee appoints an additional individual or institution as such separate or co-trustee (i) each and every remedy, power, right, claim, demand, of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee, but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies and (ii) every covenant and obligation necessary to the exercise of such rights, powers and remedies by such separate or co-trustee shall run to and be enforceable by either of them, and such separate or co-trustee shall have the same rights to reasonable compensation for the services rendered by it, to indemnification, and as to reliance, as would be available under this Indenture under similar circumstances to the Trustee; provided, however, that such rights shall in each case be subject to the same limitations thereon as would be applicable to the corresponding rights of the Trustee under similar circumstances. The Issuer or the Trustee shall have the right to terminate the appointment of any such additional co-trustee hereunder.
(d) In case any such separate trustee or additional co-trustee, or a successor to either, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-Trustee or separate Trustee jointly, as shall be provided in the instrument appointing such co-Trustee or separate Trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powerstrusts, duties and obligations shall be exercised and performed by of such separate trustee or additional co-Trustee trustee that would otherwise be vested in or separate Trustee;
(c) The Trustee at any time, by an instrument in writing executed by it, with be the concurrence of the Company and the Guarantor, may accept the resignation of or remove any co-Trustee or separate Trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-Trustee or separate Trustee without the concurrence of the Company. Upon the written request obligation of the Trustee, the Company so far as permitted by law, shall vest in and the Guarantor shall join with be exercised by the Trustee in until the execution and delivery appointment of all instruments and agreements necessary a new trustee or proper to effectuate such resignation or removal. A successor to any such separate trustee or co-Trustee or separate Trustee so resigned or removed may be appointed trustee.
(e) Promptly after the appointment of a co-trustee, the Issuer shall give notice of such appointment to the Holders of Bonds in the manner provided in this Section;
(d) Neither Section 1.06. Such notice shall include the Trustee nor any name of the co-Trustee or separate Trustee hereunder shall be personally liable by reason trustee and the address of any act or omission of any other Trustee hereunder; and
(e) Any act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-Trustee and separate Trusteeits corporate trust office.
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