Common use of Authorized Agents Generally Clause in Contracts

Authorized Agents Generally. (a) Any Registrar, Paying Agent or Authenticating Agent (each an "Authorized Agent") shall (i) be a corporation organized and doing business under the laws of the United States, of any state or territory thereof or of the District of Columbia, (ii) be authorized under such laws to act as Registrar, Paying Agent or Authenticating Agent, as the case may be, (iii) be subject to supervision or examination by federal, state, territorial or District of Columbia authority and (iv) either (A) have a combined capital and surplus of at least $50,000,000 or (B) have a combined capital and surplus of at least $10,000,000 and be a wholly-owned subsidiary of a corporation having a combined capital and surplus of at least $50,000,000. If such corporation publishes reports of condition at least annually, pursuant to Applicable Law or to the requirements of said supervising or examining authority, then for purposes of this Section 2.6.3, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any tune an Authorized Agent shall cease to be eligible in accordance with the provisions of this Section 2.6.3, it shall resign immediately in the manner and with the effect hereinafter specified in clause (c) of this Section 2.6.3. (b) Any corporation into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authorized Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, provided such corporation shall be otherwise qualified and eligible under this Section 2.6.3, without the execution and filing of any instrument or any further act on the part of any of the parties hereto or such Authorized Agent or successor corporation. (c) Any Authorized Agent may at any time resign by giving written notice of resignation to the Trustee and the Partnership. The Partnership may, and at the request of the Trustee shall, terminate the agency of any Authorized Agent by giving written notice of such termination to such Authorized Agent and to the Trustee. Upon the resignation or termination of any Authorized Agent or in case at any time any Authorized Agent shall cease to be eligible to hold its position under this Section 2.6.3 (when, in either case, no other Authorized Agent performing the functions of such former Authorized Agent shall have been appointed), the Partnership (or the Trustee in the case of any Authenticating Agent) shall promptly appoint one or more qualified successor Authorized Agents approved by the Trustee to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section 2.

Appears in 1 contract

Samples: Trust Indenture (Tenaska Georgia Partners Lp)

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Authorized Agents Generally. (a) Any Registrar, Paying Agent or Authenticating Agent (each an "Authorized Agent") shall (i) be a corporation organized and doing business under the laws of the United States, of any state or territory thereof or of the District of Columbia, (ii) be authorized under such laws to act as Registrar, Paying Agent or Authenticating Agent, as the case may be, (iii) be subject to supervision or examination by federal, state, territorial or District of Columbia authority and (iv) either (A) have a combined capital and surplus of at least $50,000,000 or (B) have a combined capital and surplus of at least $10,000,000 and be a wholly-owned subsidiary of a corporation having a combined capital and surplus of at least $50,000,000. If such corporation publishes reports of condition at least annually, pursuant to Applicable Law or to the requirements of said supervising or examining authority, then for purposes of this Section 2.6.3, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any tune time an Authorized Agent shall cease to be eligible in accordance with the provisions of this Section 2.6.3, it shall resign immediately in the manner and with the effect hereinafter specified in clause (c) of this Section 2.6.3. (b) Any corporation into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authorized Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, provided such corporation shall be otherwise qualified and eligible under this Section 2.6.3, without the execution and filing of any instrument or any further act on the part of any of the parties hereto or such Authorized Agent or successor corporation. (c) Any Authorized Agent may at any time resign by giving written notice of resignation to the Trustee and the PartnershipCE Generation. The Partnership CE Generation may, and at the request of the Trustee shall, terminate the agency of any Authorized Agent by giving written notice of such termination to such Authorized Agent and to the Trustee. Upon the resignation or termination of any Authorized Agent or in case at any time any Authorized Agent shall cease to be eligible to hold its position under this Section 2.6.3 (when, in either case, no other Authorized Agent performing the functions of such former Authorized Agent shall have been appointed), the Partnership CE Generation (or the Trustee in the case of any Authenticating Agent) shall promptly appoint one or more qualified successor Authorized Agents approved by the Trustee to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section 2.more

Appears in 1 contract

Samples: Indenture (Ce Generation LLC)

Authorized Agents Generally. (a) Any Registrar, Paying Agent or Authenticating Agent (each an "Authorized Agent") shall (i) be a corporation organized and doing business under the laws of the United States, of any state or territory thereof or of the District of Columbia, (ii) be authorized under such laws to act as Registrar, Paying Agent or Authenticating Agent, as the case may be, (iii) be subject to supervision or examination by federal, state, territorial or District of Columbia authority and (iv) either (A) have a combined capital and surplus of at least $50,000,000 100,000,000 or (B) have a combined capital and surplus of at least $10,000,000 50,000,000 and be a wholly-owned subsidiary of a corporation having a combined capital and surplus of at least $50,000,000100,000,000. If such corporation publishes reports of condition at least annually, pursuant to Applicable Law or to the requirements of said supervising or examining authority, then for purposes of this Section 2.6.3, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any tune time an Authorized Agent shall cease to be eligible in accordance with the provisions of this Section 2.6.3, it shall resign immediately in the manner and with the effect hereinafter specified in clause (c) of this Section 2.6.3. (b) Any corporation into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authorized Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, provided such corporation shall be otherwise qualified and eligible under this Section 2.6.3, without the execution and filing of any instrument or any further act on the part of any of the parties hereto or such Authorized Agent or successor corporation. (c) Any Authorized Agent may at any time resign by giving written notice of resignation to the Bond Trustee and the PartnershipFunding Company. The Partnership Funding Company may, and at the request of the Bond Trustee shall, terminate the agency of any Authorized Agent by giving written notice of such termination to such Authorized Agent and to the Bond Trustee. Upon the resignation or termination of any Authorized Agent or in case at any time any Authorized Agent shall cease to be eligible to hold its position under this Section 2.6.3 (when, in either case, no other Authorized Agent performing the functions of such former Authorized Agent shall have been appointed), the Partnership Funding Company (or the Bond Trustee in the case of any Authenticating Agent) shall promptly appoint one or more qualified successor Authorized Agents approved by the Bond Trustee to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section 22.6.

Appears in 1 contract

Samples: Trust Indenture (New World Power Texas Renewable Energy Limited Partnership)

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Authorized Agents Generally. (a) Any Registrar, Paying Agent or Authenticating Agent (each an "Authorized Agent") shall (i) be a corporation or other entity organized and doing business under the laws of the United States, of any state or territory thereof or of the District of Columbia, (ii) be authorized under such laws to act as Registrar, Paying Agent or Authenticating Agent, as the case may be, (iii) be subject to supervision or examination by federal, state, territorial or District of Columbia authority and (iv) either (A) have a combined capital and surplus of at least $50,000,000 or (B) have a combined capital and surplus of at least $10,000,000 and be a wholly-owned subsidiary of a corporation having a combined capital and surplus of at least $50,000,000100,000,000. If such corporation or other entity publishes reports of condition at least annually, pursuant to Applicable Law or to the requirements of said supervising or examining authority, then for purposes of this Section 2.6.3, the combined capital and surplus of such corporation or other entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any tune time an Authorized Agent shall cease to be eligible in accordance with the provisions of this Section 2.6.3, it shall resign immediately in the manner and with the effect hereinafter specified in clause (c) of this Section 2.6.3. (b) Any corporation or other entity into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which any Authorized Agent shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate agency or corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, provided such corporation or other entity shall be otherwise qualified and eligible under this Section 2.6.3, without the execution and filing of any instrument or any further act on the part of any of the parties hereto or such Authorized Agent or successor corporationcorporation or other entity. (c) Any Authorized Agent may at any time resign by giving written notice of resignation to the Bond Trustee and the PartnershipIssuer. The Partnership Issuer may, and at the request of the Bond Trustee shall, terminate the agency of any Authorized Agent by giving written notice of such termination to such Authorized Agent and to the Bond Trustee. Upon the resignation or termination of any Authorized Agent or in case at any time any Authorized Agent shall cease to be eligible to hold its position under this Section 2.6.3 (when, in either case, no other Authorized Agent performing the functions of such former Authorized Agent shall have been appointed), the Partnership Issuer (or the Bond Trustee in the case of any Authenticating Agent) shall promptly appoint one or more qualified successor Authorized Agents approved by the Trustee to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section 2.appoint

Appears in 1 contract

Samples: Trust Indenture (Louisiana Generating LLC)

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