Replacement of Security Agent Sample Clauses

Replacement of Security Agent. (i) The Security Agent may resign at any time by written notice to the Issuer. (ii) The Required Holders may remove the Security Agent without cause by written notice to the Trustee; provided that they concurrently appoint a successor to such removed Security Agent in accordance with ‎Section 10.10(b). (iii) The Issuer may remove the Security Agent if: (A) the Security Agent is adjudged bankrupt or insolvent; (B) a receiver or other public officer takes charge of the Security Agent or the property of the Security Agent; or (C) the Security Agent becomes incapable of acting. A resignation or removal of the Security Agent and appointment of a successor Security Agent will become effective only upon such successor Security Agent’s acceptance of appointment as provided in this ‎Section 10.10. (b) If the Security Agent has been removed by the Required Holders, the Required Holders may appoint a successor Security Agent with the consent of the Issuer. Otherwise, if the Security Agent resigns or is removed, the Issuer will promptly appoint a successor Security Agent. If the successor Security Agent does not deliver its written acceptance within 30 days after the retiring Security Agent resigns or is removed, such retiring Security Agent, the Issuer or the Required Holders may petition any court of competent jurisdiction for the appointment of a successor Security Agent. (c) Upon delivery by a successor Security Agent of a written acceptance of its appointment to the retiring Security Agent and to the Issuer, (i) such retiring Security Agent will transfer all property held by it as Security Agent to the successor Security Agent, (ii) the resignation or removal of such retiring Security Agent will become effective, and (iii) the successor Security Agent will have all the rights, powers and duties of the Security Agent under this Indenture. Upon request of a successor Security Agent, the Issuer will execute any and all instruments for fully and vesting in and confirming to the successor Security Agent all such rights, powers and trusts, and all agreements, instruments or other documents, including any amendments, modifications or supplements to the existing Security Documents. (d) A retiring Security Agent will promptly deliver any share certificates, endorsements or other instruments of transfer and any other document or records relating to the Collateral under the Security Documents in the actual possession of such Security Agent to the successor Collateral Securi...
Sample 1See All (5)
AutoNDA by SimpleDocs
Replacement of Security Agent. Subject to paragraph (d) below, if the Security Agent is insolvent or becomes subject to bankruptcy proceedings, the Security Agent shall be deemed to resign as Security Agent and the Senior Representative shall within twenty (20) Business Days appoint a successor Security Agent which shall be an independent financial institution or other reputable company which regularly acts as security agent under debt issuances.
Sample 1
Replacement of Security Agent. 28.1. At any time during the Term, the Preference Share Agent may up to and including the Preference Shareholder Discharge Date, subject to the appointment of a replacement Security Agent (and replacement of each other capacity in which that person acts) in accordance with the provisions of clause 28.2, request the removal of Standard Bank (or any other successor Security Agent) (the “Existing Security Agent”) as Security Agent, in which event the Existing Security Agent shall, with effect from the date of appointment of the replacement Security Agent as set out in the Specific Accession Undertaking, be terminated. 28.2. The Preference Share Agent shall procure that the replacement Security Agent agrees to: 28.2.1. be bound by the terms and conditions of this Agreement by signing and delivering a Specific Accession Undertaking to the Preference Share Agent, the Company, Sasol and the Administrative Agent; and 28.2.2. become a party to the Financing Agreements to which the Security Agent is expressed to be a party; 28.2.3. its portion of the fees as contemplated in Annexure H to the Original Subordination and Agency Agreement, 28.3. At any time during the Term, an Existing Security Agent may voluntarily resign its appointment as Security Agent, upon 60 (sixty) days prior written notice to the Preference Share Agent. 28.4. An existing Security Agent shall be entitled to receive payment of its fees calculated up to, but excluding the effective date of its resignation or removal in relation to the services provided by it as Security Agent during the period preceding the effective date of its resignation or removal, as applicable.
Sample 1
Replacement of Security Agent. 109 SECTION 12.04. Amendments ............................................................................................ 110 SECTION 12.05. Release of Security Interests .................................................................... 110 SECTION 12.06. Indemnification of the Security Agent ..................................................... 111 ARTICLE THIRTEEN HOLDERS’ MEETINGS
Sample 1

Related to Replacement of Security Agent

  • Enforcement of Security On and at any time after the occurrence of an Event of Default which is continuing the Security Agent may, and shall if so directed by the Majority Lenders, take any action which, as a result of the Event of Default or any notice served under Clause 27.19 (Acceleration), the Security Agent is entitled to take under any Finance Document or any applicable law or regulation.

  • Replacement of Securities If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

  • Assignment of Security Interest If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other person granting the security interest.

  • Impairment of Security, etc Any Loan Document or any Lien granted thereunder shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any Obligor party thereto; any Obligor or any other party shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability; or, except as permitted under any Loan Document, any Lien securing any Obligation shall, in whole or in part, cease to be a perfected first priority Lien.

  • Confirmation of Security Borrower hereby confirms and agrees that all of the Security Instruments, as may be amended in accordance herewith, which presently secure the Indebtedness shall continue to secure, in the same manner and to the same extent provided therein, the payment and performance of the Indebtedness as described in the Credit Agreement as modified by this Amendment.

  • Perfection of Security Each Obligor shall have duly authorized, executed, acknowledged, delivered, filed, registered and recorded such security agreements, notices, financing statements, memoranda of intellectual property security interests and other instruments as the Agent may have reasonably requested in order to perfect the Liens purported or required pursuant to the Credit Documents to be created in the Credit Security and shall have paid all filing or recording fees or taxes required to be paid in connection therewith, including any recording, mortgage, documentary, transfer or intangible taxes.

  • Investment of Security Funds Any moneys held by Lessor as security hereunder for future payments to Lessee at a time when there is not continuing an Event of Default shall, until paid to Lessee, be invested by Lessor or, if the Trust Indenture shall not have been discharged, by the Indenture Trustee, as the case may be, as Lessee may from time to time direct in writing (and in absence of a written direction by Lessee, there shall be no obligation to invest such moneys) in (i) direct obligations of the United States of America and agencies guaranteed by the United States government having a final maturity of ninety (90) days or less from date of purchase thereof; (ii) certificates of deposit issued by, bankers' acceptances of, or time deposits with, any bank, trust company or national banking association incorporated under the laws of the United States of America or one of the states thereof having combined capital and surplus and retained earnings as of its last report of condition of at least $500,000,000 and having a rating of Aa or better by Xxxxx'x Investors Service, Inc. ("Moody's") or AA or better by Standard & Poor's Corporation ("S&P") and having a final maturity of ninety (90) days or less from date of purchase thereof; and (iii) commercial paper of any holding company of a bank, trust company or national banking association described in (ii) and commercial paper of any corporation or finance company incorporated or doing business under the laws of the United States of America or any state thereof having a rating assigned to such commercial paper of A1 by S&P or P1 by Moody's and having a final maturity of ninety (90) days or less from the date of purchase thereof; provided, however, that the aggregate amount at any one time so invested in certificates of deposit issued by any one bank shall not be in excess of 5% of such bank's capital and surplus. There shall be promptly remitted to Lessee or its order (but no more frequently than monthly) any gain (including interest received) realized as a result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) unless an Event of Default shall have occurred and be continuing. Lessee shall be responsible for any net loss realized as a result of any such investment and shall reimburse Lessor (or the Indenture Trustee, as the case may be) therefor on demand.

  • Protection of Security Each Grantor shall, at its own cost and expense, take any and all actions necessary to defend title to the Collateral against all persons and to defend the Security Interest of the Collateral Agent in the Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 6.02 of the Credit Agreement.

  • Grant of Security As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest in, to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

  • Rights of Secured Party Secured Party shall have the rights contained in this Section at all times during the period of time this Agreement is effective.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!