Eligibility of Remarketing Agent; Replacement Sample Clauses

Eligibility of Remarketing Agent; Replacement. There shall be no Remarketing Agent on the Effective Date. At any time the Bonds commence bearing interest at a Weekly Mode or a Flexible Mode, the Borrower shall appoint a Remarketing Agent, with the consent of the L/C Bank. Any Remarketing Agent must be an institution rated (or affiliated with an institution rated) at least "Baa3" by Moody's (or Moody's shall have provided written evidence that such successor Remarketing Agent is otherwise acceptable to Moody's) if the Bonds are then rated by Moody's, and at least "BBB-" or "A-3" by S&P (or S&P shall have provided written evidence that such successor Remarketing Agent is otherwise acceptable to S&P) if the Bonds are then rated by S&P, and authorized by law to perform all the duties imposed upon it by this Agreement. The Remarketing Agent may at any time resign from its duties under this Agreement by giving at least 30 days' written notice to the Issuer, the Borrower, the L/C Bank, the Confirming Bank and the Trustee. The Trustee shall mail a copy of such notice by certified mail to each of the Bondholders. A Remarketing Agent may be removed at any time by the Issuer, at the direction of the Borrower, with the written consent of the L/C Bank, by an instrument signed by the Borrower and filed at least 30 days prior to such removal with the Remarketing Agent, the Confirming Bank and the Trustee. If the Remarketing Agent resigns or is removed, the Borrower, with the consent of the L/C Bank, shall appoint a successor Remarketing Agent. No removal or resignation hereunder shall become effective prior to the acceptance of appointment of a successor Remarketing Agent hereunder. The Trustee shall provide prompt written notice of the appointment of a successor Remarketing Agent to the Bondholders. Notwithstanding the foregoing, all rights and obligations of the Remarketing Agent under this Agreement and the Remarketing Agreement may be transferred at any time from the Remarketing Agent to an affiliated entity upon prior written notice by the Remarketing Agent to the Issuer, the Borrower, the Trustee, the Confirming Bank and the L/C Bank, which transfer shall be effective without any prior or further notices, consents or approvals with respect thereto.
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Eligibility of Remarketing Agent; Replacement. (a) Any Remarketing Agent shall be a bank, trust company or member of the Financial Industry Regulatory Authority (“FINRA”) organized and doing business under the laws of the United States or any state or the District of Columbia. (b) The Remarketing Agent may resign at any time by written notice to the Authority, the Trustee, the Tender Agent, the Borrower and the Credit Bank at least 45 days before the effective date of such resignation and the Borrower, with the consent of the Authority and the Credit Bank, shall appoint a successor by notifying the Trustee, the Tender Agent and the Credit Bank. The Authority or the Borrower may remove the Remarketing Agent and the Borrower, with the consent of the Authority and the Credit Bank, shall appoint a successor by notifying the Remarketing Agent, the Credit Bank, the Trustee and the Tender Agent. No resignation or removal shall be effective until the successor has delivered an acceptance of its appointment to the Trustee. (c) If any Alternate Letter of Credit is terminated for any reason, or an Event of Default under this Indenture occurs, the Remarketing Agent shall have the right to resign immediately. (d) The appointment of any Remarketing Agent pursuant to this Section 8.11 shall terminate (subject to renewal by the Borrower, with the consent of the Authority and the Credit Bank, or replacement by a successor Remarketing Agent as provided in this Section) fifteen days prior to the commencement of any Term Interest Rate Period of three years or longer duration for which such Remarketing Agent was appointed. (e) If the Remarketing Agent consolidates with, merges or converts into, or transfers all or substantially all its assets (or, in the case of a bank or trust corporation, its corporate trust assets) to another entity, the resulting, surviving or transferee entity, if otherwise eligible to serve hereunder, without any further act shall be the successor Remarketing Agent.
Sample 1
Eligibility of Remarketing Agent; Replacement. (A) Any Remarketing Agent shall be (i) an investment bank that is a member of the Financial Industry Regulatory Authority having a capitalization of at least $20,000,000 as shown in the most recent annual report of the Remarketing Agent or its parent or (ii) a commercial bank or trust company having a capitalization of at least $100,000,000 as shown in its (or its parent’s) most recent published annual report, organized and doing business under the laws of the United States or any state or the District of Columbia. The initial Remarketing Agent shall be U.S. Bancorp Investments, Inc. (B) The Remarketing Agent may resign by notifying the Authority, the Trustee, the Tender Agent, the Borrower and any Credit Provider in writing at least 30 days before the effective date of such resignation. The Borrower may remove the Remarketing Agent at any time on 30 days notice at its own discretion and appoint a successor by notifying the Remarketing Agent, the Credit Provider, the Authority and the Trustee. No removal shall become effective until the successor has delivered an acceptance of its appointment to the Trustee. (C) The Borrower, at its option, may appoint to serve with the Remarketing Agent, one or more co‑Remarketing Agents; provided that all interest rate determinations shall be made by the Remarketing Agent and not a co‑Remarketing Agent. In the event of appointment of a co‑Remarketing Agent, any such co‑Remarketing Agent shall be subject to this Section and Sections 8.12, 8.14 and 8.22 hereof.
Sample 1
Eligibility of Remarketing Agent; Replacement. The initial ------------ --------------------------------------------- Remarketing Agent shall be The First National Bank of Maryland. Any successor Remarketing Agent shall be a bank, trust company or member of the National Association of Securities Dealers, Inc. acceptable to the Letter of Credit Issuer (in writing) organized and doing business under the laws of the United States or any state or the District of Columbia and having a capitalization of at least $250,000,000 as shown in its most recent published annual report. Any successor Remarketing Agent must be an institution rated at least "Baa3/P-3" by Moody's (or Moody's shall have provided written evidence that such successor Remarketing Agent is otherwise acceptable to Moody's) if the Bonds are then rated by Moody's, and at least "BBB-" or "A-3" by S&P (or S&P shall have provided written evidence that such successor Remarketing Agent is otherwise acceptable to S&P) if the Bonds are then rated by S&P, and authorized by law to perform all the duties imposed upon it as Remarketing Agent by this Indenture. The Remarketing Agent may resign in accordance with the provisions for resignation, removal and substitution set forth in the Remarketing Agreement. Any such resignation or removal shall only become effective upon appointment of and acceptance by a successor remarketing agent.
Sample 1

Related to Eligibility of Remarketing Agent; Replacement

  • Engagement of Successor Asset Representations Reviewer Following the resignation or removal of the Asset Representations Reviewer, the Issuer will engage a successor Asset Representations Reviewer who meets the eligibility requirements of Section 5.1.

  • ELIGIBILITY OF E-BIDDERS 1.1. Parties who are interested to participate in public auction (“E-Bidders”) may do so by logging on to EHSAN AUCTIONEERS SDN. BHD. Website and register as a member. 1.2. E-bidders who register as a member to participate in the public auction via EHSAN AUCTIONEERS SDN. BHD. website shall: a. Be of 18 years and above, sound mind and not an undischarged bankrupt; b. For a company, be incorporated under the laws of Malaysia and must not be in liquidation; c. Be able to take, fulfil and perform all necessary actions, conditions and matters (including obtaining any necessary consents) in terms of law to enable E-bidders to participate in the public auction and complete the purchase in the event of successful bid. 1.3. E-bidders’ eligibility requirements are also subject to the existing Federal and State legal provisions. Non-Malaysian E-bidders or companies are also advised to take note of restrictions applicable on foreign purchase imposed by relevant authorities.

  • Eligibility of Registered E- Bidders 2.1. E-Bidders who register as a user to participate in every public auction on Rajan Auctioneers website shall: 2.1.1. Be of 18 years and above, sound mind and not an undischarged bankrupt; 2.1.2. For a company, be incorporated under the laws of Malaysia and must not be in liquidation; 2.1.3. Be able to take, fulfil and perform all necessary actions, conditions and matters (including obtaining any necessary consents) in terms of law to enable E-Bidders to participate in the public auction and complete the purchase in the event of successful bid. 2.2. E-Bidders’ eligibility requirements are also subject to the existing Federal and State legal provisions. Non-Malaysian bidders or companies are also advised to take note of restrictions applicable on foreign purchase policy imposed by relevant authorities.

  • Resignation and Removal Successor Asset Representations Reviewer Section 5.1. Eligibility Requirements for Asset Representations Reviewer 18 Section 5.2. Resignation and Removal of Asset Representations Reviewer 18 Section 5.3. Successor Asset Representations Reviewer 19 Section 5.4. Merger, Consolidation or Succession 20

  • Eligibility of Trustee There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act (as if the Trust Indenture Act were applicable hereto) to act as such and has a combined capital and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person 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 time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

  • Servicer Termination Event For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:

  • Eligibility of the Asset Representations Reviewer The Asset Representations Reviewer must be a Person who (a) is not Affiliated with the Seller, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was not, and is not Affiliated with a Person that was, engaged by the Seller or any underwriter to perform any due diligence on the Receivables prior to the Closing Date.

  • Eligibility Requirements for Asset Representations Reviewer The Asset Representations Reviewer must be a Person who (a) is not Affiliated with the Sponsor, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was not, and is not Affiliated with a Person that was, engaged by the Sponsor or any Underwriter to perform any due diligence on the Receivables prior to the Closing Date.

  • Servicer Termination Events For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) Any failure by the Servicer to deposit into any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made and the incorrectness of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence.

  • Master Servicer to Act; Appointment of Successor (a) Within 90 days of the time the Servicer receives a notice of termination pursuant to Section 5.01, the Master Servicer (or other named successor) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 2.06. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b), as compensation therefor, the Master Servicer shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, the Master Servicer may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the Trust. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 5.02(a), the Master Servicer may make such arrangements for the compensation of such successor as it and such successor agree. (c) Any successor, including the Master Servicer, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 2.03.

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