Co-Collateral Trustee; Separate Collateral Trustee. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Second Priority Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Trustee of taxes by such jurisdiction not otherwise imposed on the Collateral Trustee, or the Collateral Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Requisite Second Priority Holders shall in writing so request the Collateral Trustee and Satmex, or the Collateral Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Second Priority Security Document, the Collateral Trustee and Satmex shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more persons approved by the Collateral Trustee and, unless an Enforcement Period is in effect, Satmex, either to act as co-trustee or co-trustees or agent or bailee of all or any of the Second Priority Collateral under this Trust Agreement or under any of the Second Priority Security Documents, jointly with the Collateral Trustee originally named herein or therein or any successor Collateral Trustee, or to act as separate trustee or trustees or agent or bailee of any of the Second Priority Collateral. If Satmex shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Collateral Trustee to do so, or if an Enforcement Period is in effect, the Collateral Trustee may act under the foregoing provisions of this subsection without the concurrence of Satmex and execute and deliver such instruments and agreements on behalf of Satmex. Satmex hereby appoints the Collateral Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this subsection in either of such contingencies. (b) Every separate trustee and every co-trustee, other than any successor Collateral Trustee appointed pursuant to subsection 8.7, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred upon the Collateral Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Trustee or any agent appointed by the Collateral Trustee; (ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee hereunder and under the relevant Second Priority Guarantee or Second Priority Security Document shall be conferred or imposed and exercised or performed by the Collateral Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees;
Appears in 2 contracts
Samples: Collateral Trust Agreement (Satelites Mexicanos Sa De Cv), Collateral Trust Agreement (Satelites Mexicanos Sa De Cv)
Co-Collateral Trustee; Separate Collateral Trustee. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Second First Priority Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Trustee of taxes by such jurisdiction not otherwise imposed on the Collateral Trustee, or the Collateral Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Requisite Second First Priority Holders shall in writing so request the Collateral Trustee and Satmex, or the Collateral Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Second First Priority Security Document, the Collateral Trustee and Satmex shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more persons approved by the Collateral Trustee and, unless an Enforcement Period is in effect, Satmex, either to act as co-trustee or co-trustees or agent or bailee of all or any of the Second First Priority Collateral under this Trust Agreement or under any of the Second First Priority Security Documents, jointly with the Collateral Trustee originally named herein or therein or any successor Collateral Trustee, or to act as separate trustee or trustees or agent or bailee of any of the Second First Priority Collateral. If Satmex shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Collateral Trustee to do so, or if an Enforcement Period is in effect, the Collateral Trustee may act under the foregoing provisions of this subsection without the concurrence of Satmex and execute and deliver such instruments and agreements on behalf of Satmex. Satmex hereby appoints the Collateral Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this subsection in either of such contingencies.
(b) Every separate trustee and every co-trustee, other than any successor Collateral Trustee appointed pursuant to subsection 8.7, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Trustee or any agent appointed by the Collateral Trustee;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee hereunder and under the relevant Second First Priority Guarantee or Second First Priority Security Document shall be conferred or imposed and exercised or performed by the Collateral Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees;
Appears in 2 contracts
Samples: First Priority Collateral Trust Agreement (Satelites Mexicanos Sa De Cv), First Priority Collateral Trust Agreement (Satelites Mexicanos Sa De Cv)
Co-Collateral Trustee; Separate Collateral Trustee. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Second Priority Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Trustee of taxes by such jurisdiction not otherwise imposed on the Collateral Trustee, or the Collateral Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest interests of the Secured Parties, or the Requisite Second Priority Holders shall in writing so request the Collateral Trustee and Satmex, or the Collateral Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Second Priority Security Document, the Collateral Trustee and Satmex the Grantor shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more persons approved by the Collateral Trustee and, unless an Enforcement Period is in effect, Satmexand the Grantor, either to act as co-co trustee or co-co trustees or agent or bailee of all or any of the Second Priority Collateral under this Collateral Trust Agreement or under any of the Second Priority Security Documents, jointly with the Collateral Trustee originally named herein or therein or any successor Collateral Trustee, or to act as separate trustee or trustees or agent or bailee of any of the Second Priority Collateral. If Satmex the Grantor shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Collateral Trustee to do so, or if an Enforcement Period a Notice of Acceleration is in effect, the Collateral Trustee may shall at the direction of the Studios representing Majority Approval act under the foregoing provisions of this subsection 5.10(a) without the concurrence of Satmex the Grantor and execute and deliver such instruments and agreements on behalf of Satmexthe Grantor and any such act shall be binding on the Grantor as if executed by the Grantor. Satmex The Grantor hereby appoints the Collateral Trustee as its agent and attorney-in-fact attorney to act for it under the foregoing provisions of this subsection 5.10(a) in either of such contingencies.
(b) Every separate trustee and every co-trustee, other than any successor Collateral Trustee appointed pursuant to subsection 8.75.7, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Trustee or any agent appointed by the Collateral Trustee;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee hereunder and under the relevant Second Priority Guarantee or Second Priority Security Document or Documents shall be conferred or imposed and exercised or performed by the Collateral Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co trustee or co trustees;
(iii) no power given hereby or by the relevant Security Documents to, or which it is provided herein or therein may be exercised by, any such co-trustee or co-trusteestrustees or separate trustee or separate trustees shall be exercised hereunder or thereunder by such co-trustee or co-trustees or separate trustee or separate trustees except jointly with, or with the consent in writing of, the Collateral Trustee, anything contained herein to the contrary notwithstanding;
(iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) the Grantor and the Collateral Trustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co-trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Grantor shall not have joined in the execution of any such instrument within 10 days after it receives a written request from the Collateral Trustee to do so, or if a Notice of Acceleration is in effect, the Collateral Trustee shall have the power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Grantor, the Grantor hereby appointing the Collateral Trustee its agent and attorney to act for it in such connection in such contingency. If the Collateral Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Collateral Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Grantor and the Collateral Trustee, or by the Collateral Trustee alone pursuant to this subsection 5.10(b).
Appears in 2 contracts
Samples: Collateral Trust Agreement (Blockbuster Inc), Collateral Trust Agreement (Blockbuster Inc)
Co-Collateral Trustee; Separate Collateral Trustee. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Second Priority Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Trustee of taxes by such jurisdiction not otherwise imposed on the Collateral Trustee, or the Collateral Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the holders of Secured PartiesDebt, or the Requisite Second Priority Holders by an Act of Required Debtholders shall in writing so request the Collateral Trustee and Satmex, or the Collateral Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Second Priority Security Secured Debt Document, the Collateral Trustee and Satmex shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more persons approved by the Collateral Trustee and, unless an Enforcement Period is in effecta Secured Debt Default shall have occurred and be continuing, Satmex, either to act as co-trustee or co-trustees or agent or bailee of all or any of the Second Priority Collateral under this Trust Agreement or under any of the Second Priority Security Documents, jointly with the Collateral Trustee originally named herein or therein or any successor Collateral Trustee, or to act as separate trustee or trustees or agent or bailee of any of the Second Priority Collateral. If Satmex shall not have joined in the execution of such instruments and agreements within 10 days Business Days after it receives a written request from the Collateral Trustee to do so, or if an Enforcement Period is in effecta Secured Debt Default shall have occurred and be continuing, the Collateral Trustee may act under the foregoing provisions of this subsection without the concurrence of Satmex and execute and deliver such instruments and agreements on behalf of Satmex. Satmex hereby appoints the Collateral Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this subsection in either of such contingencies.
(b) Every separate trustee and every co-trustee, other than any successor Collateral Trustee appointed pursuant to subsection 8.7Section 6.2, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Trustee or any agent appointed by the Collateral Trustee;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee hereunder and under the relevant Second Priority Guarantee or Second Priority Security Document shall be conferred or imposed and exercised or performed by the Collateral Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees;
(iii) no power given hereby or by the relevant Guarantee or Security Documents to, or which it is provided herein or therein may be exercised by, any such co-trustee or co-trustees or separate trustee or separate trustees, shall be exercised hereunder or thereunder by such co-trustee or co-trustees or separate trustee or separate trustees except jointly with, or with the consent in writing of, the Collateral Trustee, anything contained herein to the contrary notwithstanding;
(iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, and
(v) Satmex and the Collateral Trustee, at any time by an instrument in writing executed by them jointly, may (and, at the direction of an Act of Required Debtholders, shall) accept the resignation of or remove any such separate trustee or co-trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If Satmex shall not have joined in the execution of any such instrument within 10 Business Days after it receives a written request from the Collateral Trustee to do so, or if a Secured Debt Default shall have occurred and be continuing, the Collateral Trustee shall have the power to (and, at the direction of an Act of Required Debtholders, shall) accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of Satmex, Satmex hereby appointing the Collateral Trustee its agent and attorney to act for it in such connection in such contingency. If the Collateral Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Collateral Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by Satmex and the Collateral Trustee, or by the Collateral Trustee alone pursuant to this subsection.
Appears in 1 contract
Samples: Collateral Trust Agreement (Satelites Mexicanos Sa De Cv)
Co-Collateral Trustee; Separate Collateral Trustee. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Second Priority Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Trustee of taxes by such jurisdiction not otherwise imposed on the Collateral Trustee, or the Collateral Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Requisite Second Priority Holders Directing Parties shall in writing so request the Collateral Trustee and SatmexTrustee, or the Collateral Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Second Priority other Trust Security Document, the Collateral Trustee and Satmex each of the Grantors shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more persons approved by the Collateral Trustee and, unless an Enforcement Period is if no Default or Event of Default exists and the Company has certified in effectwriting to the Collateral Trustee that no Event of Default exists, Satmexthe Company (such approval not to be unreasonably withheld or delayed), either to act as co-trustee or co-trustees or agent or bailee of all or any of the Second Priority Collateral under this Trust Agreement or under any of the Second Priority other Trust Security Documents, jointly with the Collateral Trustee originally named herein or therein or any successor Collateral Trustee, or to act as separate trustee or trustees or agent or bailee of any of the Second Priority Collateral. If Satmex any of the Grantors shall not have joined in the execution of such instruments and agreements within 10 30 days after it receives a written request from the Collateral Trustee to do so, or if an Enforcement Period a Notice of Acceleration is in effect, the Collateral Trustee may act under the foregoing provisions of this subsection Section 5.10(a) without the concurrence of Satmex such Grantors and execute and deliver such instruments and agreements on behalf of Satmexsuch Grantors. Satmex Each of the Grantors hereby appoints the Collateral Trustee as its agent and attorney-in-fact attorney to act for it under the foregoing provisions of this subsection Section 5.10(a) in either of such contingencies.
(b) . Every separate trustee and every co-trustee, other than any successor Collateral Trustee appointed pursuant to subsection 8.7Section 5.7, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) : all rights, powers, duties and obligations conferred upon the Collateral Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Trustee or any agent appointed by the Collateral Trustee;
(ii) ; all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee hereunder and under the other relevant Second Priority Guarantee or Second Priority Trust Security Document or Documents shall be conferred or imposed and exercised or performed by the Collateral Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees;; no power given hereby or by the other relevant Trust Security Documents to, or which it is provided herein or therein may be exercised by, any such co-trustee or co-trustees or separate trustee or separate trustees shall be exercised hereunder or thereunder by such co-trustee or co-trustees or separate trustee or separate trustees except jointly with, or with the consent in writing of, the Collateral Trustee, anything contained herein to the contrary notwithstanding; no separate trustee or co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; the Collateral Trustee, at any time by a written and executed instrument, may accept the resignation of or remove any such separate trustee or co-trustee and, with consent of Directing Parties (not to be unreasonably withheld) and with the consent of the Company (not to be unreasonably withheld or delayed) if no Event of Default exists and the Company has certified in writing to the Collateral Trustee that no Event of Default exists may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Company shall not have joined in the execution of any such instrument within 30 days after it receives a written request from the Collateral Trustee to do so, or if a Notice of Acceleration is in effect, the Collateral Trustee with consent of Directing Parties (not to be unreasonably withheld) shall have the power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Company, the Company hereby appointing the Collateral Trustee its agent and attorney to act for it in such connection in such contingency. If the Collateral Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Collateral Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Collateral Trustee with consent of Directing Parties (not to be unreasonably withheld); such separate trustee or co-trustee shall act as bailee and agent for and on behalf of the Collateral Trustee in order to perfect any Liens on the Collateral; and all fees, expenses and indemnity obligations owed to such separate trustee or co-trustee shall be entitled to share ratably with the Trustee Fees in the allocation of payments described in Section 3.4(b). Each separate trustee and co-trustee shall and agrees to (i) hold all Collateral in its possession (or which it controls or which is registered in its name) for the benefit of and as agent for perfection of and bailee for the Collateral Trustee and to perfect the security interest in and Liens on such Collateral created by the Trust Security Documents to which it is a party, including to the extent that possession or control is taken to perfect a Lien thereon under the UCC (such bailment being intended, among other things, to satisfy the requirements of Section 8-301, 9-106 and 9-313 of the UCC), and (ii) comply with instructions and entitlement orders originated by the Collateral Trustee with respect to the Collateral without further consent by the Company or any other Grantors, and the Collateral Trustee agrees not to deliver any such instructions and orders unless instructed to do so by the Directing Parties.
Appears in 1 contract
Samples: Collateral Trust and Intercreditor Agreement (American Capital, LTD)
Co-Collateral Trustee; Separate Collateral Trustee. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Second Priority Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Trustee of taxes by such jurisdiction not otherwise imposed on the Collateral Trustee, or the Collateral Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Requisite Second Priority Holders any Holder Representative shall in writing so request the Collateral Trustee and Satmexthe Grantors, or the Collateral Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Second Priority Trust Security Document, the Collateral Trustee and Satmex each of the Grantors shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more persons approved by the Collateral Trustee and, unless an Enforcement Period is in effect, Satmexand the Grantors, either to act as co-trustee or co-trustees or agent or bailee of all or any of the Second Priority Collateral under this Collateral Trust Agreement or under any of the Second Priority Trust Security Documents, jointly with the Collateral Trustee originally named herein or therein or any successor Collateral Trustee, or to act as separate trustee or trustees or agent or bailee of any of the Second Priority Collateral. If Satmex any of the Grantors shall not have joined in the execution of such instruments and agreements within 10 30 days after it receives a written request from the Collateral Trustee to do so, or if an Enforcement Period a Notice of Event of Default is in effect, the Collateral Trustee may act under the foregoing provisions of this subsection 5.10(a) without the concurrence of Satmex such Grantors and execute and deliver such instruments and agreements on behalf of Satmexsuch Grantors. Satmex Each of the Grantors hereby appoints the Collateral Trustee as its agent and attorney-in-fact attorney to act for it under the foregoing provisions of this subsection 5.10(a) in either of such contingencies.
(b) Every separate trustee and every co-trustee, other than any successor Collateral Trustee appointed pursuant to subsection 8.75.7, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Trustee or any agent appointed by the Collateral Trustee;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee hereunder and under the relevant Second Priority Guarantee or Second Priority Trust Security Document or Documents shall be conferred or imposed and exercised or performed by the Collateral Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees;
(iii) no power given hereby or by the relevant Trust Security Documents to, or which it is provided herein or therein may be exercised by, any such co-trustee or co-trustees or separate trustee or separate trustees shall be exercised hereunder or thereunder by such co-trustee or co-trustees or separate trustee or separate trustees except jointly with, or with the consent in writing of, the Collateral Trustee, anything contained herein to the contrary notwithstanding;
(iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) the Company and the Collateral Trustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co-trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Company shall not have joined in the execution of any such instrument within 30 days after it receives a written request from the Collateral Trustee to do so, or if a Notice of Event of Default is in effect, the Collateral Trustee shall have the power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Company, the Company hereby appointing the Collateral Trustee its agent and attorney to act for it in such connection in such contingency. If the Collateral Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Collateral Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Company and the Collateral Trustee, or by the Collateral Trustee alone pursuant to this subsection 5.10(b).
Appears in 1 contract
Samples: Collateral Trust and Intercreditor Agreement (T-Mobile US, Inc.)
Co-Collateral Trustee; Separate Collateral Trustee. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Second Priority Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Trustee of taxes by such jurisdiction not otherwise imposed on the Collateral Trustee, or the Collateral Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Requisite Second Priority Holders Directing Parties shall in writing so request the Collateral Trustee and SatmexTrustee, or the Collateral Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Second Priority other Trust Security Document, the Collateral Trustee and Satmex each of the Grantors shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more persons approved by the Collateral Trustee and, unless an Enforcement Period is if no Default or Event of Default exists and the Company has certified in effectwriting to the Collateral Trustee that no Event of Default exists, Satmexthe Company (such approval not to be unreasonably withheld or delayed), either to act as co-trustee or co-trustees or agent or bailee of all or any of the Second Priority Collateral under this Trust Agreement or under any of the Second Priority other Trust Security Documents, jointly with the Collateral Trustee originally named herein or therein or any successor Collateral Trustee, or to act as separate trustee or trustees or agent or bailee of any of the Second Priority Collateral. If Satmex any of the Grantors shall not have joined in the execution of such instruments and agreements within 10 30 days after it receives a written request from the Collateral Trustee to do so, or if an Enforcement Period a Notice of Acceleration is in effect, the Collateral Trustee may act under the foregoing provisions of this subsection Section 5.10(a) without the concurrence of Satmex such Grantors and execute and deliver such instruments and agreements on behalf of Satmexsuch Grantors. Satmex Each of the Grantors hereby appoints the Collateral Trustee as its agent and attorney-in-fact attorney to act for it under the foregoing provisions of this subsection Section 5.10(a) in either of such contingencies.
(b) [Reserved]
(c) [Reserved]
(d) Every separate trustee and every co-trustee, other than any successor Collateral Trustee appointed pursuant to subsection 8.7Section 5.7, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Trustee or any agent appointed by the Collateral Trustee;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee hereunder and under the other relevant Second Priority Guarantee or Second Priority Trust Security Document or Documents shall be conferred or imposed and exercised or performed by the Collateral Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees;
(iii) no power given hereby or by the other relevant Trust Security Documents to, or which it is provided herein or therein may be exercised by, any such co-trustee or co-trustees or separate trustee or separate trustees shall be exercised hereunder or thereunder by such co-trustee or co-trustees or separate trustee or separate trustees except jointly with, or with the consent in writing of, the Collateral Trustee, anything contained herein to the contrary notwithstanding;
(iv) no separate trustee or co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder;
(v) the Collateral Trustee, at any time by a written and executed instrument, may accept the resignation of or remove any such separate trustee or co-trustee and, with consent of Directing Parties (not to be unreasonably withheld) and with the consent of the Company (not to be unreasonably withheld or delayed) if no Event of Default exists and the Company has certified in writing to the Collateral Trustee that no Event of Default exists may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Company shall not have joined in the execution of any such instrument within 30 days after it receives a written request from the Collateral Trustee to do so, or if a Notice of Acceleration is in effect, the Collateral Trustee with consent of Directing Parties (not to be unreasonably withheld) shall have the power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Company, the Company hereby appointing the Collateral Trustee its agent and attorney to act for it in such connection in such contingency. If the Collateral Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Collateral Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Collateral Trustee with consent of Directing Parties (not to be unreasonably withheld);
(vi) such separate trustee or co-trustee shall act as bailee and agent for and on behalf of the Collateral Trustee in order to perfect any Liens on the Collateral; and
(vii) all fees, expenses and indemnity obligations owed to such separate trustee or co-trustee shall be entitled to share ratably with the Trustee Fees in the allocation of payments described in Section 3.4(b).
(e) Each separate trustee and co-trustee shall and agrees to (i) hold all Collateral in its possession (or which it controls or which is registered in its name) for the benefit of and as agent for perfection of and bailee for the Collateral Trustee and to perfect the security interest in and Liens on such Collateral created by the Trust Security Documents to which it is a party, including to the extent that possession or control is taken to perfect a Lien thereon under the UCC (such bailment being intended, among other things, to satisfy the requirements of Section 8-301, 9-106 and 9-313 of the UCC), and (ii) comply with instructions and entitlement orders originated by the Collateral Trustee with respect to the Collateral without further consent by the Company or any other Grantors, and the Collateral Trustee agrees not to deliver any such instructions and orders unless instructed to do so by the Directing Parties.
Appears in 1 contract
Samples: Collateral Trust and Intercreditor Agreement (American Capital, LTD)
Co-Collateral Trustee; Separate Collateral Trustee. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Second Priority Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Trustee of taxes by such jurisdiction not otherwise imposed on the Collateral Trustee, or the Collateral Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Requisite Second Priority Holders Directing Parties shall in writing so request the Collateral Trustee and SatmexTrustee, or the Collateral Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Second Priority other Trust Security Document, the Collateral Trustee and Satmex each of the Grantors shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more persons approved by the Collateral Trustee and, unless an Enforcement Period is in effect, Satmexand the Company (such approval not to be unreasonably withheld or delayed), either to act as co-trustee or co-trustees or agent or bailee of all or any of the Second Priority Collateral under this Trust Agreement or under any of the Second Priority other Trust Security Documents, jointly with the Collateral Trustee originally named herein or therein or any successor Collateral Trustee, or to act as separate trustee or trustees or agent or bailee of any of the Second Priority Collateral. If Satmex any of the Grantors shall not have joined in the execution of such instruments and agreements within 10 30 days after it receives a written request from the Collateral Trustee to do so, or if an Enforcement Period a Notice of Acceleration is in effect, the Collateral Trustee may act under the foregoing provisions of this subsection Section 5.10(a) without the concurrence of Satmex such Grantors and execute and deliver such instruments and agreements on behalf of Satmexsuch Grantors. Satmex Each of the Grantors hereby appoints the Collateral Trustee as its agent and attorney-in-fact attorney to act for it under the foregoing provisions of this subsection Section 5.10(a) in either of such contingencies.
(b) [Reserved]
(c) [Reserved]
(d) Every separate trustee and every co-trustee, other than any successor Collateral Trustee appointed pursuant to subsection 8.7Section 5.7, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Trustee or any agent appointed by the Collateral Trustee;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee hereunder and under the other relevant Second Priority Guarantee or Second Priority Trust Security Document or Documents shall be conferred or imposed and exercised or performed by the Collateral Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees;
(iii) no power given hereby or by the other relevant Trust Security Documents to, or which it is provided herein or therein may be exercised by, any such co-trustee or co-trustees or separate trustee or separate trustees shall be exercised hereunder or thereunder by such co-trustee or co-trustees or separate trustee or separate trustees except jointly with, or with the consent in writing of, the Collateral Trustee, anything contained herein to the contrary notwithstanding;
(iv) no separate trustee or co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder;
(v) the Collateral Trustee, at any time by a written and executed instrument, may accept the resignation of or remove any such separate trustee or co-trustee and, with consent of Directing Parties (not to be unreasonably withheld) and with the consent of the Company (not to be unreasonably withheld or delayed) if no Event of Default exists and the Company has certified in writing to the Collateral Trustee that no Event of Default exists may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Company shall not have joined in the execution of any such instrument within 30 days after it receives a written request from the Collateral Trustee to do so, or if a Notice of Acceleration is in effect, the Collateral Trustee with consent of Directing Parties (not to be unreasonably withheld) shall have the power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Company, the Company hereby appointing the Collateral Trustee its agent and attorney to act for it in such connection in such contingency. If the Collateral Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Collateral Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Collateral Trustee with consent of Directing Parties (not to be unreasonably withheld);
(vi) such separate trustee or co-trustee shall act as bailee and agent for and on behalf of the Collateral Trustee in order to perfect any Liens on the Collateral; and
(vii) all fees, expenses and indemnity obligations owed to such separate trustee or co-trustee shall be entitled to share ratably with the Trustee Fees in the allocation of payments described in Section 3.4(b).
(e) Each separate trustee and co-trustee shall and agrees to (i) hold all Collateral in its possession (or which it controls or which is registered in its name including as lienholder or secured party) for the benefit of and as agent for perfection of and bailee for the Collateral Trustee and to perfect the security interest in and Liens on such Collateral created by the Trust Security Documents to which it is a party, including to the extent that possession or control is taken to perfect a Lien thereon under the UCC (such bailment being intended, among other things, to satisfy the requirements of Section 8-301, 9-106 and 9-313 of the UCC), and (ii) comply with instructions and entitlement orders originated by the Collateral Trustee with respect to the Collateral without further consent by the Company or any other Grantors, and the Collateral Trustee agrees not to deliver any such instructions and orders unless instructed to do so by the Directing Parties.
Appears in 1 contract
Co-Collateral Trustee; Separate Collateral Trustee. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Second Priority Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Trustee of taxes by such jurisdiction not otherwise imposed on the Collateral Trustee, or the Collateral Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Requisite Second Priority Holders Applicable Representative shall in writing so request the Collateral Trustee and Satmexthe Loan Parties, or the Collateral Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Second Priority Collateral Trust Security Document, the Collateral Trustee and Satmex each of the Loan Parties shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more persons approved by the Collateral Trustee and, unless an Enforcement Period is in effect, Satmexand the Loan Parties, either to act as co-trustee or co-trustees or agent or bailee of all or any of the Second Priority Collateral under this Collateral Trust Agreement or under any of the Second Priority Collateral Trust Security Documents, jointly with the Collateral Trustee originally named herein or therein or any successor Collateral Trustee, or to act as separate trustee or trustees or agent or bailee of any of the Second Priority Collateral. If Satmex any of the Loan Parties shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Collateral Trustee to do so, or if an Enforcement Period a Notice of Event of Default is in effect, the Collateral Trustee may act under the foregoing provisions of this subsection Section 5.10(a) without the concurrence of Satmex such Loan Parties and execute and deliver such instruments and agreements on behalf of Satmexsuch Loan Parties. Satmex Each of the Loan Parties hereby appoints the Collateral Trustee as its agent and attorney-in-fact attorney to act for it under the foregoing provisions of this subsection Section 5.10(a) in either of such contingencies.
(b) Every separate trustee and every co-trustee, other than any successor Collateral Trustee appointed pursuant to subsection 8.7Section 5.07, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Trustee or any agent appointed by the Collateral Trustee;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee hereunder and under the relevant Second Priority Guarantee or Second Priority Collateral Trust Security Document or Documents shall be conferred or imposed and exercised or performed by the Collateral Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees;
(iii) no power given hereby or by the relevant Collateral Trust Security Documents to, or which it is provided herein or therein may be exercised by, any such co-trustee or co-trustees or separate trustee or separate trustees shall be exercised hereunder or thereunder by such co-trustee or co-trustees or separate trustee or separate trustees except jointly with, or with the consent in writing of, the Collateral Trustee, anything contained herein to the contrary notwithstanding;
(iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) the Borrower and the Collateral Trustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co-trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument within 10 days after it receives a written request from the Collateral Trustee to do so, or if a Notice of Event of Default is in effect, the Collateral Trustee shall have the power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Borrower, the Borrower hereby appointing the Collateral Trustee its agent and attorney to act for it in such connection in such contingency. If the Collateral Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Collateral Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Borrower and the Collateral Trustee, or by the Collateral Trustee alone pursuant to this Section 5.10(b).
Appears in 1 contract
Co-Collateral Trustee; Separate Collateral Trustee. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Second Priority Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Trustee of taxes by such jurisdiction not otherwise imposed on the Collateral Trustee, or the Collateral Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Requisite Second Priority Holders any Holder Representative shall in writing so request the Collateral Trustee and Satmexthe Grantors, or the Collateral Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Second Priority Trust Security Document, the Collateral Trustee and Satmex each of the Grantors shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more persons Persons approved by the Collateral Trustee and, unless an Enforcement Period is in effect, Satmexand the Grantors, either to act as co-trustee or co-trustees or agent or bailee of all or any of the Second Priority Collateral under this Trust Agreement or under any of the Second Priority Trust Security Documents, jointly with the Collateral Trustee originally named herein or therein or any successor Collateral Trustee, or to act as separate trustee or trustees or agent or bailee of any of the Second Priority Collateral. If Satmex any of the Grantors shall not have joined in the execution of such instruments and agreements within 10 30 days after it receives a written request from the Collateral Trustee to do so, or if an Enforcement Period a Notice of Acceleration has been received by the Collateral Trustee, is effective, and remains in effect, the Collateral Trustee may act under the foregoing provisions of this subsection Section 5.10(a) without the concurrence of Satmex such Grantors and execute and deliver such instruments and agreements on behalf of Satmexsuch Grantors. Satmex Each of the Grantors hereby appoints the Collateral Trustee as its agent and attorney-in-fact attorney to act for it under the foregoing provisions of this subsection Section 5.10(a) in either of such contingencies.
(b) Every separate trustee and every co-trustee, other than any successor Collateral Trustee appointed pursuant to subsection 8.7Section 5.7, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Trustee or any agent appointed by the Collateral Trustee;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee hereunder and under the relevant Second Priority Guarantee or Second Priority Trust Security Document or Documents shall be conferred or imposed and exercised or performed by the Collateral Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees;
(iii) no power given hereby or by the relevant Trust Security Documents to, or which it is provided herein or therein may be exercised by, any such co-trustee or co-trustees or separate trustee or separate trustees shall be exercised hereunder or thereunder by such co-trustee or co-trustees or separate trustee or separate trustees except jointly with, or with the consent in writing of, the Collateral Trustee, anything contained herein to the contrary notwithstanding;
(iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) the Borrower and the Collateral Trustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co-trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument within 30 days after it receives a written request from the Collateral Trustee to do so, or if a Notice of Acceleration has been received by the Collateral Trustee, is effective, and remains in effect, the Collateral Trustee shall have the power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Borrower, the Borrower hereby appointing the Collateral Trustee its agent and attorney to act for it in such connection in such contingency. If the Collateral Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Collateral Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Borrower and the Collateral Trustee, or by the Collateral Trustee alone pursuant to this Section 5.10(b).
Appears in 1 contract
Samples: Credit Agreement (General Motors Co)
Co-Collateral Trustee; Separate Collateral Trustee. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Second Priority Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Trustee of taxes by such jurisdiction not otherwise imposed on the Collateral Trustee, or the Collateral Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Requisite Second Priority Holders any Holder Representative shall in writing so request the Collateral Trustee and Satmexthe Grantors, or the Collateral Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Second Priority Trust Security Document, the Collateral Trustee and Satmex each of the Grantors shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, company or one or more persons (other than any Holder Representative or other Secured Party (other than the Collateral Trustee)) approved by the Collateral Trustee and, unless an Enforcement Period is in effect, Satmexand the Grantors, either to act as co-trustee or co-trustees or agent or bailee of all or any of the Second Priority Collateral under this Collateral Trust Agreement or under any of the Second Priority Trust Security Documents, jointly with the Collateral Trustee originally named herein or therein or any successor Collateral Trustee, or to act as separate trustee or trustees or agent or bailee of any of the Second Priority Collateral. If Satmex any of the Grantors shall not have joined in the execution of such instruments and agreements within 10 30 days after it receives a written request from the Collateral Trustee to do so, or if an Enforcement Period Event is in effect, the Collateral Trustee may act under the foregoing provisions of this subsection 5.10(a) without the concurrence of Satmex such Grantors and execute and deliver such instruments and agreements on behalf of Satmexsuch Grantors. Satmex Each of the Grantors hereby appoints the Collateral Trustee as its agent and attorney-in-fact attorney to act for it under the foregoing provisions of this subsection 5.10(a) in either of such contingencies.
(b) Every separate trustee and every co-trustee, other than any successor Collateral Trustee appointed pursuant to subsection 8.75.7, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Trustee or any agent appointed by the Collateral Trustee;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee hereunder and under the relevant Second Priority Guarantee or Second Priority Trust Security Document or Documents shall be conferred or imposed and exercised or performed by the Collateral Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees;
(iii) no power given hereby or by the relevant Trust Security Documents to, or which it is provided herein or therein may be exercised by, any such co-trustee or co-trustees or separate trustee or separate trustees shall be exercised hereunder or thereunder by such co-trustee or co-trustees or separate trustee or separate trustees except jointly with, or with the consent in writing of, the Collateral Trustee, anything contained herein to the contrary notwithstanding;
(iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) the Grantors and the Collateral Trustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co-trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Grantors shall not have joined in the execution of any such instrument within 30 days after it receives a written request from the Collateral Trustee to do so, or if an Enforcement Event is in effect, the Collateral Trustee shall have the power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Grantors, the Grantors hereby appointing the Collateral Trustee its agent and attorney to act for it in such connection in such contingency. If the Collateral Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Collateral Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Grantors and the Collateral Trustee, or by the Collateral Trustee alone pursuant to this subsection 5.10(b).
Appears in 1 contract
Samples: Collateral Trust and Intercreditor Agreement (Istar Financial Inc)
Co-Collateral Trustee; Separate Collateral Trustee. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Second Priority Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Trustee of taxes by such jurisdiction not otherwise imposed on the Collateral Trustee, or the Collateral Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Requisite Second Priority Holders DOE shall in writing so request the Collateral Trustee and Satmexthe Grantors, or the Collateral Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Second Priority Trust Security Document, the Collateral Trustee and Satmex each of the Grantors shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more persons persons. in each case, approved by the Collateral Trustee and, unless an Enforcement Period is in effect, Satmexand the Grantors, either to act as co-trustee or co-trustees or agent or bailee of all or any of the Second Priority Collateral under this Trust Agreement or under any of the Second Priority Trust Security Documents, jointly with the Collateral Trustee originally named herein or therein or any successor Collateral Trustee, or to act as separate trustee or trustees or agent or bailee of any of the Second Priority Collateral. If Satmex any of the Grantors shall not have joined in the execution of such instruments and agreements within 10 thirty (30) days after it receives a written request from the Collateral Trustee to do so, or if an Enforcement Period a Notice of Default is in effect, DOE may direct (with written notice of such direction to the Borrower) the Collateral Trustee may to act under the foregoing provisions of this subsection Section 5.10(a) without the concurrence of Satmex such Grantors and execute and deliver such instruments and agreements on behalf of Satmexsuch Grantors. Satmex Each of the Grantors hereby appoints the Collateral Trustee as its agent and attorney-in-fact attorney to act for it under the foregoing provisions of this subsection Section 5.10(a) in either of such contingencies.
(b) Every separate trustee and every co-trustee, other than any successor Collateral Trustee appointed pursuant to subsection 8.7, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Trustee or any agent appointed by the Collateral Trustee;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee hereunder and under the relevant Second Priority Guarantee or Second Priority Security Document shall be conferred or imposed and exercised or performed by the Collateral Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees;
Appears in 1 contract
Samples: Loan Arrangement and Reimbursement Agreement (Tesla Motors Inc)
Co-Collateral Trustee; Separate Collateral Trustee. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Second Priority Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Trustee of taxes by such jurisdiction not otherwise imposed on the Collateral Trustee, or the Collateral Trustee shall be advised by counsel, satisfactory to it, that it is reasonably necessary or prudent in the interest of the Secured Parties, or the Requisite Second Priority Holders Applicable Parity Lien Representative shall in writing so request the Collateral Trustee and Satmexthe Grantors, or the Collateral Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Second Priority Security Documenthereunder, the Collateral Trustee and Satmex shall the Grantors shall, at the reasonable request of the Collateral Trustee, execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more persons approved by the Collateral Trustee and, unless an Enforcement Period is in effect, Satmexand the Grantors, either to act as co-collateral trustee or co-collateral trustees or agent or bailee of all or any of the Second Priority Collateral under this Trust Agreement or under any of the Second Priority Security DocumentsCollateral, jointly with the Collateral Trustee originally named herein or therein or any successor Collateral Trusteeor successors, or to act as separate collateral trustee or collateral trustees or agent or bailee of any of such property. In the Second Priority Collateral. If Satmex event the Grantors shall not have joined in the execution of such instruments and agreements within 10 30 days after it receives the receipt of a written request from the Collateral Trustee so to do sodo, or if in case an Enforcement Period is in effectActionable Default shall have occurred and be continuing, the Collateral Trustee may act under the foregoing provisions of this subsection Section 6(j) without the concurrence of Satmex the Grantors, and execute and deliver such instruments and agreements on behalf of Satmex. Satmex the Grantors hereby appoints appoint the Collateral Trustee as its agent and attorney-in-fact attorney to act for it under the foregoing provisions of this subsection Section 6(j) in either of such contingencies.
(b) Every separate trustee and every co-trustee, other than any successor Collateral Trustee appointed pursuant to subsection 8.7, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Trustee or any agent appointed by the Collateral Trustee;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee hereunder and under the relevant Second Priority Guarantee or Second Priority Security Document shall be conferred or imposed and exercised or performed by the Collateral Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees;
Appears in 1 contract
Samples: Collateral Trust Agreement (Lindblad Expeditions Holdings, Inc.)
Co-Collateral Trustee; Separate Collateral Trustee. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Second Priority Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Trustee of taxes by such jurisdiction not otherwise imposed on the Collateral Trustee, or the Collateral Trustee shall be advised by counsel, satisfactory to it, that it is reasonably necessary or prudent in the interest of the Secured Parties, or the Requisite Second Priority Holders Applicable Parity Lien Representative shall in writing so request the Collateral Trustee and Satmexthe Grantors, or the Collateral Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Second Priority Security Documenthereunder, the Collateral Trustee and Satmex shall the Grantors shall, at the reasonable request of the Collateral Trustee, execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more persons approved by the Collateral Trustee and, unless an Enforcement Period is in effect, Satmexand the Grantors, either to act as co-co‑collateral trustee or co-co‑collateral trustees or agent or bailee of all or any of the Second Priority Collateral under this Trust Agreement or under any of the Second Priority Security DocumentsCollateral, jointly with the Collateral Trustee originally named herein or therein or any successor Collateral Trusteeor successors, or to act as separate collateral trustee or collateral trustees or agent or bailee of any of such property. In the Second Priority Collateral. If Satmex event the Grantors shall not have joined in the execution of such instruments and agreements within 10 30 days after it receives the receipt of a written request from the Collateral Trustee so to do sodo, or if in case an Enforcement Period is in effectActionable Default shall have occurred and be continuing, the Collateral Trustee may act under the foregoing provisions of this subsection Section 6(j) without the concurrence of Satmex the Grantors, and execute and deliver such instruments and agreements on behalf of Satmex. Satmex the Grantors hereby appoints appoint the Collateral Trustee as its agent and attorney-in-fact attorney to act for it under the foregoing provisions of this subsection Section 6(j) in either of such contingencies.
(b) Every separate trustee and every co-trustee, other than any successor Collateral Trustee appointed pursuant to subsection 8.7, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Trustee or any agent appointed by the Collateral Trustee;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee hereunder and under the relevant Second Priority Guarantee or Second Priority Security Document shall be conferred or imposed and exercised or performed by the Collateral Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees;
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