Common use of Appointment of Successors Clause in Contracts

Appointment of Successors. If (i) the Registrar shall resign, shall be removed, shall be dissolved, or shall become otherwise incapable of acting hereunder, (ii) the Registrar shall be taken under the control of any public officer or officers, (iii) a receiver shall be appointed for the Registrar by a court, or (iv) the Registrar shall have an order for relief entered in any case commenced by or against it under the federal bankruptcy laws or commence a proceeding under any federal or state bankruptcy, insolvency, reorganization or similar law, or have such a proceeding commenced against it and either have an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for 90 days, then a successor Registrar shall be appointed by the Issuer, with the written consent of the Company and the Trustee; provided, that if a successor Registrar is not so appointed within ten days after (a) a notice of resignation or an instrument or document of removal is received by the Issuer, as provided above, or (b) the Registrar is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is appointed, in each case, as provided above, then, if the Issuer shall not have appointed a successor Registrar, the Trustee or the Holders of a majority in aggregate principal amount of Bonds then Outstanding may designate a successor Registrar by an instrument or document or concurrent instruments or documents in writing signed by the Trustee, or in the case of the Holders, by or on behalf of those Holders. Every successor Registrar appointed hereunder shall execute and acknowledge, and shall deliver to its predecessor, the Issuer, the Trustee and the Company, an instrument or document accepting the appointment. Thereupon, without any further act, the successor shall become vested with all of the properties, remedies, powers, rights, duties, obligations, discretion, privileges, claims, demands, causes of action, immunities, titles and interests of its predecessor. Upon the written request of its successor, the Issuer or the Company, a predecessor Registrar (i) shall execute and deliver an instrument or document transferring to its successor all of the properties, remedies, powers, rights, duties, obligations, discretion, privileges, claims, demands, causes of action, immunities, titles and interests of it as predecessor Registrar hereunder, and (ii) shall take any other action necessary duly to assign, transfer and deliver to its successor all property and records (including without limitation, the Register and any cancelled Bonds) held by it as Registrar. Should any instrument or document from the Issuer be requested by any successor Registrar for vesting and conveying more fully and certainly in and to that successor the properties, remedies, powers, rights, duties, obligations, discretion, privileges, claims, demands, causes of action, immunities, titles and interests vested or conveyed or intended to be vested or conveyed hereby in or to a predecessor Registrar, the Issuer shall execute, acknowledge and deliver that instrument or document.

Appointment of Successors. If (i) the a Registrar shall resign, shall be removed, shall be dissolved, or shall become otherwise incapable of acting hereunder, (ii) the a Registrar shall be taken under the control of any public officer or officers, (iii) a receiver shall be appointed for the a Registrar by a court, or (iv) the a Registrar shall have an order for relief entered in any case commenced by or against it under the federal bankruptcy laws or commence a proceeding under any federal or state bankruptcy, insolvency, reorganization or similar law, or have such a proceeding commenced against it and either have an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for 90 days, then a successor Registrar shall be appointed by the Issueran Authorized Officer, with the written consent of the Company and the Trustee; provided, provided that if a successor Registrar is not so appointed within ten days twenty (20) Business Days after (aA) a notice of resignation or an instrument or document of removal is delivered or received by the IssuerAuthority, as provided above, or (bB) the Registrar is dissolved, taken under control, becomes otherwise incapable of acting or acting, a receiver is appointedappointed or any of the circumstances described in clause (iv) occur, in each case, as provided above, then, if the Issuer an Authorized Officer shall not have appointed a successor Registrar, the Trustee or the Holders of a majority in aggregate principal amount Aggregate Principal Amount of Bonds then Outstanding (excluding Bonds then owned by the Authority) may designate a successor Registrar by an instrument or document or concurrent instruments or documents in writing signed by the Trustee, or in the case of the Holders, by or on behalf of those Holders. Every successor Registrar appointed hereunder shall execute sign and acknowledge, and shall deliver to its predecessor, the Issuer, the Trustee Authority and the CompanyTrustee, an instrument or document in writing accepting the appointment. Thereupon, without any further act, the successor shall become vested with all of the properties, remedies, powers, rights, duties, obligations, discretion, privileges, claims, demands, causes of action, immunities, titles discretions and interests privileges of its predecessor. Upon the written request of its successor, the Issuer successor or the CompanyAuthority, a predecessor Registrar (i) shall execute and deliver an instrument or document transferring to its successor all of the properties, remedies, powers, rights, duties, obligations, discretion, privileges, claims, demands, causes of action, immunities, titles and interests of it as predecessor Registrar hereunder, and (ii) shall take any other action necessary duly to assign, transfer and deliver to its successor all property and records (including without limitation, the Register and any cancelled Bonds) held by it as Registrar. Should any instrument or document from the Issuer be requested by any successor Registrar for vesting and conveying more fully and certainly in and to that successor the properties, remedies, powers, rights, duties, obligations, discretion, privileges, claims, demands, causes of action, immunities, titles and interests vested or conveyed or intended to be vested or conveyed hereby in or to a predecessor Registrar, the Issuer shall execute, acknowledge and deliver that instrument or document.

Appointment of Successors. If (i) the a Registrar shall resign, shall be removed, shall be dissolved, or shall become otherwise incapable of acting hereunder, (ii) the a Registrar shall be taken under the control of any public officer or officers, (iii) a receiver shall be appointed for the a Registrar by a court, court or (iv) the a Registrar shall have an order for relief entered in any case commenced by or against it under the federal bankruptcy laws or commence a proceeding under any federal or state bankruptcy, insolvency, reorganization or similar law, or have such a proceeding commenced against it and either have an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for 90 days, then a successor Registrar shall be appointed by the IssuerFiscal Officer, with the written consent of the Company and the Trustee; provideduntil a successor Registrar is appointed and accepts such appointment, the Trustee shall act as an interim Registrar, provided that if a successor Registrar is not so appointed within ten days after (a) a notice of resignation or an instrument or document of or removal is received by the IssuerUniversity, as provided above, above or (b) the Registrar is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is appointed, appointed in each case, as provided above, then, if the Issuer University shall not have appointed a successor Registrar, the Trustee or the Holders of a majority in aggregate principal amount of Bonds Obligations then Outstanding may designate a successor Registrar by an instrument or document or concurrent instruments or documents in writing signed by the Trustee, or in the case of the Holders, by or on behalf of those Holders. Every successor Registrar appointed hereunder shall execute and acknowledge, and shall deliver to its predecessor, the Issuer, the Trustee University and the CompanyTrustee, an instrument or document in writing accepting the appointment. Thereupon, without any further act, the successor shall become vested with all of the properties, remedies, powers, rights, duties, obligations, discretiondiscretions, privileges, claims, demands, causes of action, immunities, titles and interests of its predecessor. Upon the written request of its successorsuccessor and payment of all fees and expenses owed to it, the Issuer University or the CompanyTrustee, a predecessor Registrar (i) shall execute and deliver an instrument or document transferring to its successor all of the properties, remedies, powers, rights, duties, obligations, discretiondiscretions, privileges, claims, demands, causes of action, immunities, titles and interests of it as predecessor Registrar hereunder, hereunder and (ii) shall take any other action necessary to duly to assign, transfer and deliver to its successor all property and records (including without limitation, limitation the Register and any cancelled Bondscanceled Obligation) held by it as Registrar. Should any instrument or document in writing from the Issuer University be requested by any successor Registrar for vesting and conveying more fully and certainly in and to that successor the properties, remedies, powers, rights, duties, obligations, discretiondiscretions, privileges, claims, demands, causes of action, immunities, titles and interests interest vested or conveyed or intended to be vested or conveyed hereby in or to a predecessor Registrar, ; the Issuer University shall execute, acknowledge and deliver that instrument or document.

Appointment of Successors. If (i) the a Registrar shall resign, shall be removed, shall be dissolved, or shall become otherwise incapable of acting hereunder, (ii) the a Registrar shall be taken under the control of any public officer or officers, (iii) a receiver shall be appointed for the a Registrar by a court, or (iv) the a Registrar shall have an order for relief entered in any case commenced by or against it under the federal bankruptcy laws or commence a proceeding under any federal or state bankruptcy, insolvency, reorganization or similar law, or have such a proceeding commenced against it and either have an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for 90 ninety (90) days, then a successor Registrar shall be appointed by the Issuer, Executive of the Issuer with the written consent of the Company Bank, the Borrower and the Trustee; provided, that if a successor Registrar is is-not so appointed within ten (10) days after (a) a notice of resignation or an instrument or document of removal is received by the Issuer, as provided above, or (b) the Registrar is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is appointed, in each case, as provided above, then, if the Executive of the Issuer shall not have appointed a successor Registrar, the Trustee or the Holders of at least a majority in aggregate principal amount of the Bonds then Outstanding outstanding for which it is Registrar may designate a successor Registrar by an instrument or document or concurrent instruments or documents in writing signed by the Trustee, or in the case of the Holders, by or on behalf of those Holders. Every successor Registrar appointed hereunder shall execute and acknowledge, acknowledge and shall deliver to its predecessor, the Issuer, the Trustee Bank, the Trustee, the Remarketing Agent, any Authenticating Agents, any Paying Agents and the CompanyBorrower, an instrument or document in writing accepting the appointment. Thereupon, without any further act, the successor shall become vested with all of the properties, remedies, powers, rights, duties, obligations, discretiondiscretions, privileges, claims, demands, causes of action, immunities, titles and interests of its predecessor. Upon the written request of its successor, the Issuer Issuer, the Bank or the CompanyBorrower, a predecessor Registrar (i) shall execute and deliver an instrument or document transferring to its successor all of the properties, remedies, powers, rights, duties, obligations, discretionprovisions, privileges, claims, demands, causes of action, immunities, titles and interests of it as predecessor Registrar hereunder, and (ii) shall take any other action necessary to duly to assign, transfer and deliver to its successor all property and records (including without limitation, the Register and any cancelled canceled Bonds) held by it as Registrar. Should any instrument or document in writing from the Issuer be requested by any successor Registrar for vesting and conveying more fully and certainly in and to that successor the properties, remedies, powers, rights, duties, obligations, discretiondiscretions, privileges, claims, demands, causes of action, immunities, titles and interests vested or conveyed or intended to be vested or conveyed hereby in or to a predecessor Registrar, the Issuer shall execute, acknowledge and deliver that instrument or document. The Borrower shall pay to any Registrar from time to time customary compensation as authorized in Section 6.03 hereof for its services. The provisions of Section 3.05 and Subsection 6.02(d) hereof shall be applicable to any Registrar.

Appointment of Successors. If (i) the a Registrar shall resign, shall be removed, shall be dissolved, or shall become otherwise incapable of acting hereunder, (ii) the a Registrar shall be taken under the control of any public officer or officers, (iii) a receiver shall be appointed for the a Registrar by a court, or (iv) the a Registrar shall have an order for relief entered in any case commenced by or against it under the federal bankruptcy laws or commence a proceeding under any federal or state bankruptcy, insolvency, reorganization or similar law, or have such a proceeding commenced against it and either have an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for 90 ninety (90) days, then a successor Registrar shall be appointed by the Issuer, Executive with the written consent of the Company Borrower and the Trustee; provided, that if a successor Registrar is not so appointed within ten (10) days after (a) a notice of resignation or an instrument or document of removal is received by the Issuer, as provided above, or (b) the Registrar is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is appointed, in each case, as provided above, then, if the Issuer Executive shall not have appointed a successor Registrar, the Trustee or the Holders of at least a majority in aggregate principal amount of the Bonds then Outstanding outstanding for which it is Registrar may designate a successor Registrar by an instrument or document or concurrent instruments or documents in writing signed by the Trustee, or in the case of the Holders, by or on behalf of those Holders. Every successor Registrar appointed hereunder shall execute and acknowledge, acknowledge and shall deliver to its predecessor, the Issuer, the Trustee Bank, the Trustee, the Remarketing Agent, any Authenticating Agents, any Paying Agents and the CompanyBorrower, an instrument or document in writing accepting the appointment. Thereupon, without any further act, the successor shall become vested with all of the properties, remedies, powers, rights, duties, obligations, discretiondiscretions, privileges, claims, demands, causes of action, immunities, titles and interests of its predecessor. Upon the written request of its successor, the Issuer Issuer, the Bank or the CompanyBorrower, a predecessor Registrar (i) shall execute and deliver an instrument or document transferring to its successor all of the properties, remedies, powers, rights, duties, obligations, discretionprovisions, privileges, claims, demands, causes of action, immunities, titles and interests of it as predecessor Registrar hereunder, and (ii) shall take any other action necessary to duly to assign, transfer and deliver to its successor all property and records (including without limitation, the Register and any cancelled canceled Bonds) held by it as Registrar. Should any instrument or document in writing from the Issuer be requested by any successor Registrar for vesting and conveying more fully and certainly in and to that successor the properties, remedies, powers, rights, duties, obligations, discretiondiscretions, privileges, claims, demands, causes of action, immunities, titles and interests vested or conveyed or intended to be vested or conveyed hereby in or to a predecessor Registrar, the Issuer shall execute, acknowledge and deliver that instrument or document. The Trustee shall pay to any Registrar from time to time reasonable compensation as authorized in Section 6.03 hereof for its services, and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.03 hereof. The provisions of Section 3.05 and Subsection 6.02(d) hereof shall be applicable to any Registrar.

Appointment of Successors. If (i) the a Registrar shall resign, shall be removed, shall be dissolved, or shall become otherwise completely incapable of acting hereunder, (ii) the a Registrar shall be taken under the control of any public officer or officers, (iii) a receiver shall be appointed for the a Registrar by a court, or (iv) the a Registrar shall have an order for relief entered in any case commenced by or against it under the federal bankruptcy laws or commence a proceeding under any federal or state bankruptcy, insolvency, reorganization or similar law, or have such a proceeding commenced against it and either have an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for 90 ninety days, then a successor Registrar shall be appointed by the IssuerAuthorized Official, with the written consent of the Company and the Trustee; provided, that if a successor Registrar is not so appointed within ten days after (a) a notice of resignation or an instrument or document of removal is received by the Issuer, as provided above, or (b) the Registrar is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is appointed, in each case, as provided above, then, if the Issuer Authorized Official shall not have appointed a successor Registrar, the Trustee or the Holders of a majority in aggregate principal amount of Bonds then Outstanding outstanding may designate a successor Registrar by an instrument or document or concurrent instruments or documents in writing signed by the Trustee, or in the case of the Holders, by or on behalf of those Holders. Every successor Registrar appointed hereunder shall execute and acknowledge, and shall deliver to its predecessor, the Issuer, the Trustee and the Company, an instrument or document in writing accepting the appointment. Thereupon, without any further act, the successor shall become vested with all of the properties, remedies, powers, rights, duties, obligations, discretion, privileges, claims, demands, causes of action, immunities, titles and interests of its predecessor. Upon the written request of its successor, the Issuer or the Company, a predecessor Registrar (i) shall execute (but need not prepare) and deliver an instrument or document transferring to its successor all of the properties, remedies, powers, rights, duties, obligations, discretion, privileges, claims, demands, causes of action, immunities, titles and interests of it as predecessor Registrar hereunder, subject to the terms and conditions herein set forth, including, without limitation, the right of the predecessor Registrar to be paid and reimbursed in full for its reasonable charges and expenses, and (ii) shall take any other action necessary to duly to assign, transfer and deliver to its successor all property and records (including without limitation, the Register and any cancelled canceled Bonds) held by it as Registrar. Should any instrument or document in writing from the Issuer be requested by any successor Registrar for vesting and conveying more fully and certainly in and to that successor the properties, remedies, powers, rights, duties, obligations, discretion, privileges, claims, demands, causes of action, immunities, titles and interests vested or conveyed or intended to be vested or conveyed hereby in or to a predecessor Registrar, the Issuer shall executeexecute (but need not prepare), acknowledge and deliver that instrument or document.

Appointment of Successors. If (i) the a Registrar shall resign, shall be removed, shall be dissolved, or shall become otherwise incapable of acting hereunder, (ii) the a Registrar shall be taken under the control of any public officer or officers, (iii) a receiver shall be appointed for the a Registrar by a court, or (iv) the a Registrar shall have an order for relief entered in any case commenced by or against it under the federal bankruptcy laws or commence a proceeding under any federal or state bankruptcy, insolvency, reorganization or similar law, or have such a proceeding commenced against it and either have an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for 90 days, then a successor Registrar shall be appointed by the Issueran Authorized Officer, with the written consent of the Company and the Trustee; provided, provided that if a successor Registrar is not so appointed within ten days after (a) a notice of resignation or an instrument or document of removal is received by the IssuerState, as provided above, or (b) the Registrar is dissolved, taken under control, becomes otherwise incapable of acting or acting, a receiver is appointedappointed or any of the circumstances described in clause (iv) occur, in each case, as provided above, then, if the Issuer an Authorized Officer shall not have appointed a successor Registrar, the Trustee or the Holders of a majority in aggregate principal amount of Bonds then Outstanding outstanding may designate a successor Registrar by an instrument or document or concurrent instruments or documents in writing signed by the Trustee, or in the case of the Holders, by or on behalf of those Holders. Every successor Registrar appointed hereunder shall execute sign and acknowledge, and shall deliver to its predecessor, the IssuerState, the Trustee ABPC and the CompanyTrustee, an instrument or document in writing accepting the appointment. Thereupon, without any further act, the successor shall become vested with all of the properties, remedies, powers, rights, duties, obligations, discretion, privileges, claims, demands, causes of action, immunities, titles discretions and interests privileges of its predecessor. Upon the written request of its successor, the Issuer successor or the CompanyState, a predecessor Registrar (i) shall execute sign and deliver an instrument or document transferring to its successor all of the properties, remedies, powers, rights, duties, obligations, discretion, privileges, claims, demands, causes of action, immunities, titles discretions and interests privileges of it as predecessor Registrar hereunder, and (ii) shall take any other action necessary to duly to assign, transfer and deliver to its successor all property and records (including without limitation, the Register and any cancelled canceled Bonds) held by it as Registrar. Should any instrument or document in writing from the Issuer State be requested by any successor Registrar for vesting and conveying more fully and certainly in and to that successor the properties, remedies, powers, rights, duties, obligations, discretion, discretions and privileges, claims, demands, causes of action, immunities, titles and interests vested or conveyed or intended to be vested or conveyed hereby in or to a predecessor Registrar, the Issuer State shall executesign, acknowledge and deliver that instrument or document. The provisions of Sections 3.06 and 6.02(c), (d), (h) and (i) shall be applicable to the Registrar.