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. 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. (A) Any Remarketing Agent must shall be an institution rated 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 affiliated with an institution rated) at least "Baa3" by Moody's (any state or Moody's shall have provided written evidence that such successor the District of Columbia. The initial Remarketing Agent is otherwise acceptable to Moody'sshall be BofA Securities, Inc.
(B) 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 resign at any time resign from its duties under this Agreement by giving at least 30 days' written notice to the IssuerAuthority, the BorrowerTrustee, the L/C BankTender Agent, 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 the Bank, if any, at least 30 45 days prior to before the effective date of such removal with the Remarketing Agent, the Confirming Bank resignation and the Trustee. If the Remarketing Agent resigns or is removed, the Borrower, with the consent of the L/C Authority and the Bank, if any, shall appoint a successor by notifying the Trustee, the Tender Agent, if any, and the Bank, if any, in writing. The Authority or the Borrower may remove the Remarketing Agent, and the Borrower, with written notice to the Authority and the Trustee and the consent of the Bank, if any, shall appoint a successor by notifying the Remarketing Agent, the Bank, if any, the Trustee and the Tender Agent, if any, in writing. No resignation or removal or resignation hereunder shall become be effective prior until the successor has delivered an acceptance of its appointment to the acceptance Trustee.
(C) If any 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 8.12 shall terminate (subject to renewal by the Borrower, with notice to the Authority and the consent of the Bank, if any, or replacement by a successor Remarketing Agent hereunder. The Trustee shall provide prompt written notice 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 appointment Remarketing Agent consolidates with, merges or converts into, transfers all or substantially all its assets (or, in the case of a successor Remarketing Agent bank or trust corporation, its corporate trust assets) to the Bondholders. Notwithstanding the foregoinganother entity, or assigns or transfers any or all of its rights and obligations of the Remarketing Agent under this Agreement and the Remarketing Agreement may be transferred at to any time from the Remarketing Agent to an affiliated entity upon prior written notice by the Remarketing Agent to the Issuerother direct or indirect subsidiary of Bank of America Corporation, the Borrowerresulting, the Trusteesurviving or transferee entity, the Confirming Bank and the L/C Bankif otherwise eligible to serve hereunder, which transfer without any further act shall be effective without any prior or further notices, consents or approvals with respect theretothe successor Remarketing Agent.
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Eligibility of Remarketing Agent; Replacement. There The initial Remarketing Agent shall be no Remarketing Agent on the Effective Date. At any time the Bonds commence bearing interest at a Weekly Mode or a Flexible ModeFirst Chicago Capital Markets, the Borrower shall appoint a Remarketing AgentInc., with the consent of the L/C BankChicago, Illinois. Any successor Remarketing Agent must be an institution the long-term debt obligations of which are 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 AgreementIndenture. The Remarketing Agent may at any time resign from its duties under this Agreement Indenture by giving at least 30 days' written notice to the Issuer, the BorrowerCompany, the L/C Bank, the Confirming Bank Tender Agent and the Trustee. The Trustee shall mail a copy of such notice by certified mail to each of the BondholdersBondholder. A Remarketing Agent may be removed at any time by the Issuer, at the Company's direction of the Borrower, and with the Bank's written consent of the L/C Bankconsent, by an instrument signed by the Borrower Company and filed at least 30 days prior to such removal with the Remarketing Agent, the Confirming Bank Agent 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, which successor shall be appointed by the Company with the Bank's consent, which consent shall not be unreasonably withheld. The Trustee shall provide prompt written notice of While the appointment of Bonds are in a successor Remarketing Agent to the Bondholders. Notwithstanding the foregoingBook-Entry System, all rights and obligations of the Remarketing Agent under this Agreement and shall serve as the Remarketing Agreement may be transferred at any time from Participant on behalf of all of the Remarketing Agent to an affiliated entity upon prior written notice by Beneficial Owners of 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 theretoBonds.
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Samples: Indenture of Trust (Griffith Micro Science International Inc)
Eligibility of Remarketing Agent; Replacement. There The initial Remarketing Agent shall be no Remarketing Agent on the Effective Date. At any time the Bonds commence bearing interest at The First National Bank of Chicago, Chicago Illinois (or if a Weekly Mode or a Flexible Mode, the Borrower shall appoint a Remarketing Agent, with the consent transfer is effected pursuant to Section 10 of the L/C Bank. Remarketing Agreement, First Chicago Capital Markets, Inc.) Any successor Remarketing Agent must be an institution rated (or affiliated with an institution rated) at least "Baa3" by Moody's Moodx'x Xxxestors Service (or Moody's Moodx'x Xxxestors Service shall have provided written evidence that such successor Remarketing Agent is otherwise acceptable to Moody'sMoodx'x Xxxestors Service) if the Bonds are then rated fated by Moody'sMoodx'x Xxxestors Service, and at least "BBB-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 AgreementIndenture. The Remarketing Agent may at any time resign from its duties under this Agreement Indenture by giving at least 30 days' written notice to the Issuer, the BorrowerCompany, the L/C Bank, the Confirming Bank Tender Agent and the Trustee. The Trustee shall mail a copy of such notice by certified mail to each of the BondholdersBond Owners. A Remarketing Agent may be removed at any time by the Issuer, at the direction of the Borrower, with Issuer and the written consent of the L/C Bank, Company by an instrument signed by the Borrower Issuer and the Company 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 Appointment of a successor Remarketing Agent shall be subject to the Bondholderswritten consent of the Bank, which shall not be unreasonably withheld. Notwithstanding While the foregoingBonds are in a Book-Entry System, all rights and obligations of the Remarketing Agent under this Agreement and shall serve as the Remarketing Agreement may be transferred at any time from Participant on behalf of all of the Remarketing Agent to an affiliated entity upon prior written notice by Beneficial Owners of 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 theretoBonds.
Appears in 1 contract
Samples: Indenture of Trust (Griffith Micro Science International Inc)
Eligibility of Remarketing Agent; Replacement. There shall be no The Remarketing Agent on will be (i) a member of the Effective DateNational Association of Securities Dealers, Inc. having excess net capital (as defined in Rule 15c3-1 of the Securities Exchange Act of 1934, as amended) of at least $25,000,000 or, in the alternative, a national banking association having a combined capital stock, surplus and undivided profits of at least $100,000,000, (ii) a participant of the Securities Depository (but only if DTC is Securities Depository hereunder), and (iii) if the Series B Notes are rated by a Rating Agency, rated at least Baa3/P-3 or otherwise be acceptable to the Rating Agency. At NationsBank, N.A. (Carolinas) is hereby appointed as the initial Remarketing Agent and is herein referred to as the "Remarketing Agent." Any Remarketing Agent shall accept its appointment hereunder in writing. The Remarketing Agent may resign by notifying the Borrower, the Trustee, the Paying Agent and the Bank at least 45 days before the effective date of the resignation. The Borrower may at any time remove the Bonds commence bearing interest Remarketing Agent and appoint a successor by notifying the Remarketing Agent, the Bank, the Paying Agent and the Trustee at a Weekly Mode least 60 days prior to the effective date of such removal. Upon the receipt or a Flexible Modegiving, as the case may be, of notice of the resignation or the removal of the Remarketing Agent, 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" successor 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 notifying the Remarketing Agent, the Confirming Bank Bank, the Paying Agent and the Trustee. If the Remarketing Agent resigns gives notice of its resignation or notice is removedgiven of its removal pursuant to the terms of this Agreement and, after 45 days in the case of notice of resignation or 60 days in the case of notice of removal, the BorrowerBorrower has failed to appoint a successor in accordance with the terms of this Agreement, such resignation or removal shall take effect immediately and, as provided in Section 3.08(a)(iii), the Series B Notes shall not be remarketed until a successor Remarketing Agent has delivered an acceptance of its appointment to the Trustee. Notwithstanding the foregoing, 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 Borrower 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 with prior written notice by to (but without the Remarketing Agent to the Issuer, the Borrowerconsent of) , 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.the Paying Agent and
Appears in 1 contract
Samples: Note Agreement (Hanover Direct Inc)
Eligibility of Remarketing Agent; Replacement. There shall be no The Remarketing Agent on will be (i) a member of the Effective DateNational Association of Securities Dealers, Inc. having excess net capital (as defined in Rule 15c3-1 of the Securities Exchange Act of 1934, as amended) of at least $25,000,000 or, in the alternative, a national banking association having a combined capital stock, surplus and undivided profits of at least $100,000,000, (ii) a participant of the Securities Depository (but only if DTC is Securities Depository hereunder), and (iii) 52 57 if the Series A Notes are rated by a Rating Agency, rated at least Baa3/P-3 or otherwise be acceptable to the Rating Agency. At NationsBank of North Carolina, N.A. is hereby appointed as the initial Remarketing Agent and is herein referred to as the "Remarketing Agent." Any Remarketing Agent shall accept its appointment hereunder in writing. The Remarketing Agent may resign by notifying the Borrower, the Trustee, the Paying Agent and the Bank at least 45 days before the effective date of the resignation. The Borrower may at any time remove the Bonds commence bearing interest Remarketing Agent and appoint a successor by notifying the Remarketing Agent, the Bank, the Paying Agent and the Trustee at a Weekly Mode least 60 days prior to the effective date of such removal. Upon the resignation or a Flexible Moderemoval of the Remarketing Agent, 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" successor 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 notifying the Remarketing Agent, the Confirming Bank Bank, the Paying Agent and the Trustee. If the Remarketing Agent resigns or is removedremoved pursuant to the terms of this Agreement and, after 45 days in the case of notice of resignation or 60 days in the case of notice of removal, the BorrowerBorrower has failed to appoint a successor in accordance with the terms of this Agreement, such resignation or removal shall take effect immediately and, as provided in Section 3.08(a)(iii), the Series A Notes shall not be remarketed until a successor Remarketing Agent has delivered an acceptance of its appointment to the Trustee. Notwithstanding the foregoing, 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 Borrower 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 with prior written notice by to (but without the Remarketing Agent to the Issuer, the Borrowerconsent of), the Trustee, the Confirming Bank Bank, the Paying Agent and the L/C BankNoteholders, which NationsBank of North Carolina, N.A. may assign or transfer shall be effective without any prior or further noticesall of its rights and obligations hereunder and under the Remarketing Agreement to any other direct or indirect, consents or approvals with respect theretowholly-owned subsidiary of NationsBank Corporation so long as such subsidiary meets the qualifications for a Remarketing Agent set forth herein and is otherwise permitted to perform such obligations under all applicable federal and state banking and securities laws, rules and regulations.
Appears in 1 contract
