Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignation. The Holders of a majority in aggregate principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if: (1) the Trustee fails to comply with Section 7.10 hereof; (2) the Trustee is adjudged bankrupt or insolvent; (3) a receiver or other public officer takes charge of the Trustee or its property; or (4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.0% in aggregate principal amount of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 6 contracts
Samples: Indenture (Frontier Communications Parent, Inc.), Indenture (Frontier Communications Parent, Inc.), Indenture (Frontier Communications Parent, Inc.)
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.06. The Trustee may resign at any time without giving any reason by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate outstanding principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.09;
(2b) the Trustee is adjudged bankrupt or insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by removed, or if a vacancy exists in the office of Trustee for any reason, the Issuer or by shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described in to replace the preceding paragraphsuccessor Trustee appointed by the Issuer. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.06 within 30 days after the retiring Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail deliver a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject ; provided that all sums owing to the Lien provided for in Trustee hereunder have been paid pursuant to Section 7.77.05. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.030% in aggregate outstanding principal amount of the Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Issuer. Without prejudice to the right of the Issuer to appoint a successor Trustee in accordance with the provisions of this Indenture, the retiring Trustee may appoint a successor Trustee at any time prior to the date on which a successor Trustee takes office. If the Trustee fails to comply with Section 7.107.09, any Holder, Holder who has been a bona fide Holder of a Note for at least six months, months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.06, the Issuer’s and the Guarantors’ obligations under Section 7.7 7.05 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 6 contracts
Samples: Indenture (Carnival PLC), Indenture (Carnival PLC), Indenture (Carnival PLC)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall may remove the Trustee at its election if:
(1a) the Trustee fails to comply with Section 7.10 hereof;
(2b) the Trustee is adjudged a bankrupt or an insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07 hereof, all property held by it as Trustee to the successor Trustee, subject to the lien provided in Section 7.07 hereof, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the outstanding Notes may petition, at the expense of the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10Trustee, after written request by any Holder, Holder who has been a bona fide holder of securities for any period of time specified under TIA Section 3.10, fails to comply with Section 7.10 hereof, such Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s obligations under Section 7.7 7.07 hereof shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 5 contracts
Samples: Indenture (American Greetings Corp), Indenture (American Greetings Corp), Indenture (Basic Energy Services Inc)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall may remove the Trustee at its election if:
(1a) the Trustee fails to comply with Section 7.10 hereof;
(2b) the Trustee is adjudged a bankrupt or an insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07 hereof, all property held by it as Trustee to the successor Trustee, subject to the lien provided in Section 7.07 hereof, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the outstanding Notes may petition, at the expense of the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10Trustee, after written request by any Holder, Holder who has been a bona fide holder of securities for any period of time specified under TIA Section 310(b), fails to comply with Section 7.10 hereof, such Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s obligations under Section 7.7 7.07 hereof shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 5 contracts
Samples: Indenture (Hercules Offshore, Inc.), Indenture (Hercules Offshore, Inc.), Indenture (Hercules Offshore, Inc.)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer Company and the Holders in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the Notes Securities Outstanding may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written Company's consent, which consent will shall not be unreasonably withheldrefused or delayed. The Issuer shall Company may remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.10;
(2b) the Trustee is adjudged a bankrupt or an insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its propertyProperty;
(d) the Trustee becomes incapable of acting; or
(4e) no Default or Event of Default has occurred and is continuing and the Trustee otherwise becomes incapable of actingCompany determines in good faith to remove the Trustee. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer Company shall promptly appoint a successor Trustee. Within one year after any such successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Securities Outstanding may appoint a successor Trustee to replace the successor Trustee appointed by the Company. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerCompany. Thereupon Immediately after that, the retiring Trustee shall transfer all Property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holderseach Securityholder. The retiring Trustee shall, at the expense No resignation or removal of the Issuer, promptly transfer all property held by it as Trustee to the and no appointment of a successor Trustee, subject pursuant to this Article, shall become effective until the Lien provided for in acceptance of appointment by the successor Trustee under this Section 7.77.8. If a successor Trustee does not take office within 60 sixty (60) days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Company or the Holders of at least 10.0% ten percent (10%) in aggregate principal amount of the Notes Securities Outstanding may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Securities may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s Company's obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee which shall have no liability for any action or inaction of any successor Trusteeretain its claim pursuant to Section 7.7.
Appears in 4 contracts
Samples: Indenture (Trans World Airlines Inc /New/), Indenture (Trans World Airlines Inc /New/), Indenture (Trans World Airlines Inc /New/)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate principal amount Outstanding Amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof6.11;
(2ii) the Trustee is adjudged a bankrupt or insolvent;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this IndentureIndenture subject to satisfaction of the Rating Agency Condition. The successor Trustee shall mail a notice of its succession to HoldersNoteholders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.0% a majority in aggregate principal amount Outstanding Amount of the Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.106.11, any Holder, who has been a bona fide Holder of a Note for at least six months, Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 6.8 and payment of all fees and expenses owed to the outgoing Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8Section, the Issuer’s 's and the Servicer's obligations under Section 7.7 6.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 4 contracts
Samples: Indenture (Barnett Auto Receivables Corp), Indenture (Oxford Resources Corp), Indenture (Oxford Resources Corp)
Replacement of Trustee. The INDENTURE (16% Junior Subordinated) Trustee may resign at any time by so notifying Issuer. The Holders of at least a majority in aggregate principal amount of the outstanding Securities may remove Trustee by so notifying Issuer and Trustee and may appoint a successor Trustee with Issuer's consent. Issuer may remove Trustee if:
(1) Trustee fails to comply with Section 6.10;
(2) Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to Trustee under any Bankruptcy Law;
(3) a custodian, receiver or other public officer takes charge of Trustee or its property; or
(4) Trustee becomes incapable of acting. If Trustee resigns or is removed or if a vacancy exists in writing not less than 30 days prior to the effective date office of Trustee for any reason, Issuer shall notify each Holder of such resignationevent and shall promptly appoint a successor Trustee. The Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and Securities may appoint a successor Trustee with to replace the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof;
(2) the Trustee is adjudged bankrupt or insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trusteeappointed by Issuer. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided in Section 6.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this IndentureIndenture and the Security Instruments and Issuer shall take such action as shall be necessary so that all Collateral (including all Trust Moneys and other property in the Collateral Account) shall continue to be subject to the Lien of the Security Instruments in favor of Trustee (or, in the case of property or assets subject to a Mortgage, Trustee or another trustee under such Mortgage) for the benefit of the Holders of the Securities. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, Issuer or the Holders of at least 10.010% in aggregate principal amount of the Notes outstanding Securities may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.106.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.86.8, the Issuer’s 's obligations under Section 7.7 6.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 4 contracts
Samples: Indenture (Scott Cable Communications Inc), Indenture (Scott Cable Communications Inc), Indenture (Scott Cable Communications Inc)
Replacement of Trustee. The Trustee may resign at any time by so notifying Issuer. The Holders of at least a majority in aggregate principal amount of the outstanding Securities may remove Trustee by so notifying Issuer and Trustee and may appoint a successor Trustee with Issuer's consent. Issuer may remove Trustee if:
(1) Trustee fails to comply with Section 6.10;
(2) Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to Trustee under any Bankruptcy Law;
(3) a custodian, receiver or other public officer takes charge of Trustee or its property; or
(4) Trustee becomes incapable of acting. If Trustee resigns or is removed or if a vacancy exists in writing not less than 30 days prior to the effective date office of Trustee for any reason, Issuer shall notify each Holder of such resignationevent and shall promptly appoint a successor Trustee. The Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and Securities may appoint a successor Trustee with to replace the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof;
(2) the Trustee is adjudged bankrupt or insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trusteeappointed by Issuer. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided in Section 6.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this IndentureIndenture and the Security Instruments and Issuer shall take such action as shall be necessary so that all INDENTURE (15% Senior Subordinated) Collateral (including all Trust Moneys and other property in the Collateral Account) shall continue to be subject to the Lien of the Security Instruments in favor of Trustee (or, in the case of property or assets subject to a Mortgage, Trustee or another trustee under such Mortgage) for the benefit of the Holders of the Securities. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, Issuer or the Holders of at least 10.010% in aggregate principal amount of the Notes outstanding Securities may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.106.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.86.8, the Issuer’s 's obligations under Section 7.7 6.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 4 contracts
Samples: Indenture (Scott Cable Communications Inc), Indenture (Scott Cable Communications Inc), Indenture (Scott Cable Communications Inc)
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign at any time with 60 days prior written notice by so notifying the Issuer Issuers in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Issuers and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall Issuers may remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof7.10;
(2) the Trustee is adjudged a bankrupt or an insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by or if a vacancy exists in the Issuer or by office of Trustee for any reason, the Issuers shall notify each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described in to replace the preceding paragraph, or if a vacancy exists in successor Trustee appointed by the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor TrusteeIssuers. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuers or the Holders of at least 10.010% in aggregate principal amount of the outstanding Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Issuers. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s Issuers’ obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 4 contracts
Samples: Indenture (MPT Operating Partnership, L.P.), Indenture (Medical Properties Trust, LLC), Indenture (Medical Properties Trust Inc)
Replacement of Trustee. (a) The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall may remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof7.10;
(2ii) the Trustee is adjudged bankrupt or insolvent;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. .
(b) If the Trustee resigns or resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. .
(c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. 7.07.
(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.010% in aggregate principal amount of the Notes may petition, petition at the Issuer’s expense, expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee. .
(e) If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in Section 310(b) of the TIA, any Holder, Holder who has been a bona fide Holder of a Note Noteholder for at least six months, months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. .
(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.8Section, the Issuer’s obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 3 contracts
Samples: Indenture (Capmark Finance Inc.), Indenture (Capmark Finance Inc.), Indenture (Capmark Finance Inc.)
Replacement of Trustee. (a) The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate principal amount of the then Outstanding Notes may upon 30 days prior written notice remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with reasonably acceptable to the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof7.10;
(2ii) the Trustee is adjudged bankrupt or insolvent;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. .
(b) If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the then Outstanding Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraphTrustee, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. .
(c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien lien provided for in Section 7.7. 7.7(c).
(d) If a successor Trustee does not take office within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.010% in aggregate principal amount of the then Outstanding Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. .
(e) If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. .
(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 3 contracts
Samples: Indenture (Cemex Sab De Cv), Indenture (Cemex Sab De Cv), Indenture (Cemex Sab De Cv)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer Issuers in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the Notes Securities may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with with, so long as no Default or Event of Default has occurred and is continuing, the Issuer’s Issuers’ written consent, which consent will not be unreasonably withheld. The Issuer Issuers shall remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof;
(2b) the Trustee is adjudged bankrupt or insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. .
(i) If the Trustee resigns or is removed by the Issuer Issuers or by the Holders of a majority in principal amount of the Notes Securities, the Holders may appoint a successor Trustee and if such Holders do not reasonably promptly appoint a successor Trustee (with, so long as described in no Default or Event of Default has occurred and is continuing, the preceding paragraphIssuers’ written consent, which consent will not be unreasonably withheld), or (ii) if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee) and the Holders fail to promptly appoint a successor Trustee (with, so long as no Default or Event of Default has occurred and is continuing, the Issuers’ written consent, which consent will not be unreasonably withheld), the Issuer Issuers shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien lien provided for in Section 7.7. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.010% in aggregate principal amount of the Notes Securities may petition, at the Issuer’s Issuers’ expense, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in TIA § 310(b), any Holder, who has been a bona fide Holder holder of a Note Security for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s Issuers’ obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 3 contracts
Samples: Indenture (FriendFinder Networks Inc.), Indenture (FriendFinder Networks Inc.), Indenture (FriendFinder Networks Inc.)
Replacement of Trustee. (a) The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to and the effective date of such resignationGuarantors. The Holders of a majority in aggregate principal amount of the Notes Securities then Outstanding may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to Trustee, the effective date of such removal Issuer, and may appoint a successor Trustee the Guarantors and may, with the Issuer’s written consent, which consent will not be unreasonably withheldappoint a successor Trustee. The Issuer shall may remove the Trustee if:at any time, so long as no Default or Event of Default has occurred and is continuing, and appoint a Successor Trustee in accordance with this Section 8.08.
(1b) the Trustee fails to comply with Section 7.10 hereof;
(2) the Trustee is adjudged bankrupt or insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer shall promptly appoint a successor Trustee. If the Issuer fails to promptly appoint a successor Trustee, the Trustee shall have the right to choose a qualified Trustee as successor, and the Issuer shall appoint such successor as Trustee. The resignation or removal of a Trustee shall not be effective until a successor Trustee shall have delivered the written acceptance of its appointment as described below.
(c) If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of 10% in principal amount of the Securities then Outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee at the expense of the Issuer.
(d) If the Trustee fails to comply with Section 8.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.
(e) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee, the Issuer, and the Guarantors. Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee and to be released from its obligations (exclusive of any liabilities that the Issuer. Thereupon retiring Trustee may have incurred while acting as Trustee) hereunder, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The each Holder.
(f) A retiring Trustee shall, at shall not be liable for the expense acts or omissions of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. If a any successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.0% in aggregate principal amount of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. its succession.
(g) Notwithstanding the replacement of the Trustee pursuant to this Section 7.88.08, the Issuer’s obligations under Section 7.7 8.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 3 contracts
Samples: Indenture (Northstar Realty Finance Corp.), Indenture (Northstar Realty Finance Corp.), Indenture (Northstar Realty)
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.07. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate outstanding principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.09;
(2b) the Trustee is adjudged bankrupt or insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by removed, or if a vacancy exists in the office of Trustee for any reason, the Issuer or by shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described in to replace the preceding paragraphsuccessor Trustee appointed by the Issuer. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.07 within 30 days after the retiring Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien lien provided for in Section 7.77.06. If a successor Trustee is not appointed or is appointed but does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee may appoint a successor Trustee. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.025% in aggregate outstanding principal amount of the Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Issuer. If the Trustee fails to comply with Section 7.107.09, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.07, the Issuer’s obligations under Section 7.7 7.06 shall continue for the benefit of the retiring Trustee. The predecessor For the avoidance of doubt, the rights, privileges, protections, immunities and benefits given to the Trustee in this Section 7.07, including its right to be indemnified, are extended to, and shall have no liability for be enforceable by each Paying Agent, Registrar, Calculation Agent, Security Trustee or Transfer Agent employed to act hereunder or any action agent of the Trustee, Registrar, Paying Agent, Calculation Agent, Security Trustee or inaction of any successor TrusteeTransfer Agent.
Appears in 3 contracts
Samples: Indenture (Invitel Holdings a/S), Indenture (Hungarian Telephone & Cable Corp), Indenture (Invitel Holdings a/S)
Replacement of Trustee. The Trustee and any Agent may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Issuer and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee trustee with the Issuer’s written consent. A resignation or removal of the Trustee or any Agent and appointment of a successor Trustee or Agent, which consent will not be unreasonably withheldas the case may be, shall become effective only upon the acceptance by the successor Trustee or the successor Agent, as the case may be, of appointment as provided in this section. The Issuer shall may remove the Trustee if:
(1) the Trustee fails is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to comply with Section 7.10 hereofthe Trustee under any Bankruptcy Law;
(2) the Trustee is adjudged bankrupt or insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(43) the Trustee otherwise becomes incapable of actingacting with respect to its duties hereunder. If the Trustee resigns or is removed by or if a vacancy exists in the office of Trustee for any reason, the Issuer or by shall notify each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes and such Holders do may, with the Issuer’s consent, appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. If the Issuer does not reasonably promptly appoint a successor Trustee as described Trustee, the Holders of a majority in the preceding paragraph, or if a vacancy exists in the office principal amount of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly then outstanding Notes may appoint a successor Trustee. A successor Trustee or successor Agent, as applicable, shall deliver a written acceptance of its appointment to the retiring Trustee or Agent, as applicable, and to the Issuer. Thereupon Thereupon, the resignation or removal of the retiring Trustee or Agent, as applicable, shall become effective, and the successor Trustee or Agent, as applicable, shall have all the rights, powers and duties of the Trustee or Agent, as applicable, under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The Promptly after that, the retiring Trustee shallor Agent, at as applicable, shall transfer, after payment of all sums then owing to the expense of the IssuerTrustee or Agent, promptly transfer as applicable, pursuant to Section 7.7, all property held by it as Trustee or Agent, as applicable, to the successor TrusteeTrustee or Agent, as applicable, subject to the Lien provided for in Section 7.7. A successor Trustee or Agent, as applicable, shall mail notice of its succession to each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the then outstanding Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee and the Issuer shall have no liability for pay to any action replaced or inaction of any successor Trusteeremoved Trustee all amounts owed under Section 7.7 upon such replacement or removal.
Appears in 3 contracts
Samples: Indenture (Fresenius Medical Care AG & Co. KGaA), Indenture (Fresenius Medical Care AG & Co. KGaA), Indenture (Fresenius Medical Care AG & Co. KGaA)
Replacement of Trustee. (a) A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 6.8.
(b) The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days Business Days prior to the effective date of such resignation. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the removed Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall may remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof6.10;
(2ii) the Trustee is adjudged a bankrupt or an insolvent;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. .
(c) If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer shall promptly appoint a successor Trustee. .
(d) If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuer’s and the Company’s expense), the Issuer or the Holders of at least 10% in aggregate principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.
(e) If the Trustee fails to comply with Section 6.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.
(f) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at upon payment of any amount owed to the expense of the Issuerretiring Trustee hereunder, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien lien provided for in Section 7.7. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.0% in aggregate principal amount of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee6.7.
Appears in 3 contracts
Samples: First Supplemental Indenture (Lions Gate Entertainment Corp /Cn/), Supplemental Indenture (Lions Gate Entertainment Corp /Cn/), Indenture (Lions Gate Entertainment Inc)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than at least 30 days prior to the effective date of such resignationin advance. The Holders of a majority in aggregate principal amount of the Notes outstanding Securities may remove the Trustee by so notifying the removed Issuer and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only with the Issuersuccessor Trustee’s written consent, which consent will not be unreasonably withheldacceptance of appointment as provided in this Section 7.08. The Issuer shall may remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof;
(2) the Trustee is adjudged bankrupt or insolvent;
(32) a receiver or other public officer takes charge of the Trustee or its property; or
(43) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by or if a vacancy exists in the office of Trustee for any reason, the Issuer or by shall notify in writing each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly Securities may appoint a successor Trustee as described in to replace the preceding paragraph, or if a vacancy exists in successor Trustee appointed by the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor TrusteeIssuer. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee, subject to the lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Securityholder. If a successor Trustee does not take office within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the Notes outstanding Securities may petition, at the Issuer’s expense, petition any court of competent jurisdiction at the expense of the Issuer for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s obligations Obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 3 contracts
Samples: Indenture (Scientific Games Corp), Indenture (Scientific Games Corp), Indenture (Scientific Games Corp)
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate outstanding principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.10;
(2b) the Trustee is adjudged bankrupt or insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by removed, or if a vacancy exists in the office of Trustee for any reason, the Issuer or by shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described in to replace the preceding paragraphsuccessor Trustee appointed by the Issuer. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, ; provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.77.07. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.025% in aggregate outstanding principal amount of the Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Issuer. If the Trustee fails to comply with Section 7.10, any Holder, Holder who has been a bona fide Holder of a Note for at least six months, months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s and the Guarantors’ obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 3 contracts
Samples: Indenture (Digicel Group LTD), Indenture (Digicel Group LTD), Indenture (Digicel Group LTD)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer Company in writing not less than 30 days prior to the effective date of such resignationwriting. The Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding Securities may remove the Trustee by so notifying the removed Company and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldwriting. The Issuer shall Company may remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.10;
(2b) the Trustee is adjudged bankrupt or insolvent;
(3c) a receiver receiver, custodian or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of this Section 7.8. If the instrument of acceptance by a successor Trustee required by this Section 7.8 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation or removal, the resigning or removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer Company shall promptly appoint a successor Trustee. At any time within one year after a successor Trustee appointed by the Company takes office, the Holder or Holders of a majority in principal amount of then outstanding Securities may, with the Company's consent, appoint a successor Trustee to replace such successor Trustee as so appointed by the Company. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerCompany. Thereupon Immediately after that and provided that all sums owing to the retiring Trustee provided for in Section 7.7 have been paid, the retiring Trustee shall transfer all property held by it as trustee to the successor Trustee, subject to the lien provided in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Company or the any Holder or Holders of at least 10.010% in aggregate principal amount of the Notes then outstanding Securities may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder or Holders of a Note for at least six months, 10% in principal amount of then outstanding Securities may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s Company's obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 3 contracts
Samples: Indenture (Getty Images Inc), Indenture (Mueller Industries Inc), Indenture (Mueller Industries Inc)
Replacement of Trustee. (a) The Trustee may resign at any time by giving 30 days’ prior notice of such resignation to the Issuer and be discharged from the trust hereby created by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldwriting. The Issuer shall remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof7.10;
(2) the Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. .
(b) If the Trustee resigns or is has been removed by the Issuer or by the Holders, Holders of a majority in aggregate principal amount of the outstanding Notes and such Holders do not reasonably promptly may appoint a successor Trustee. Otherwise, if the Trustee as described in the preceding paragraphresigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer shall promptly appoint a successor Trustee. If no successor is so appointed, the Trustee, at expense of the Issuer, may petition a court of competent jurisdiction to appoint a successor. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the successor Trustee to replace it with another successor Trustee appointed by the Issuer.
(c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail send a notice of its succession to Holders, and include in the notice its name and the address of its corporate trust office. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.77.07. The retiring or removed Trustee shall have no liability or responsibility for the action or inaction of any successor Trustee.
(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the Notes may petition, at the expense of the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. .
(e) If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Notes may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Trustee with respect to the Notes.
(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 3 contracts
Samples: Indenture (Forestar Group Inc.), Indenture (Forestar Group Inc.), Indenture (Forestar Group Inc.)
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.07. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate outstanding principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.09;
(2b) the Trustee is adjudged bankrupt or insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by removed, or if a vacancy exists in the office of Trustee for any reason, the Issuer or by shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described in to replace the preceding paragraphsuccessor Trustee appointed by the Issuer. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.07 within 30 days after the retiring Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien lien provided for in Section 7.77.06. If a successor Trustee is not appointed or is appointed but does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee may appoint a successor Trustee. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.025% in aggregate outstanding principal amount of the Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Issuer. If the Trustee fails to comply with Section 7.107.09, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.07, the Issuer’s and the Subsidiary Guarantors’ obligations under Section 7.7 7.06 shall continue for the benefit of the retiring Trustee. The predecessor For the avoidance of doubt, the rights, privileges, protections, immunities and benefits given to the Trustee in this Section 7.07, including its right to be indemnified, are extended to, and shall have no liability for be enforceable by each Paying Agent, Registrar Calculation Agent and Transfer Agent employed to act hereunder or any action agent of the Trustee, Registrar, Paying Agent or inaction of any successor TrusteeTransfer Agent.
Appears in 3 contracts
Samples: Indenture (Invitel Holdings a/S), Indenture (Hungarian Telephone & Cable Corp), Indenture (Invitel Holdings a/S)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall may remove the Trustee at its election if:
(1a) the Trustee fails to comply with Section 7.10 hereof;
(2b) the Trustee is adjudged a bankrupt or an insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07 hereof, all property held by it as Trustee to the successor Trustee, subject to the lien provided in Section 7.07 hereof, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the outstanding Notes may petition, at the expense of the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10Trustee, after written request by any Holder, Holder who has been a bona fide holder of securities for any period of time specified under Section 3.10(b) of the TIA, fails to comply with Section 7.10 hereof, such Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s obligations under Section 7.7 7.07 hereof shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 3 contracts
Samples: Indenture (Basic Energy Services Inc), Indenture (Basic Energy Services Inc), Indenture (Basic Energy Services Inc)
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.8. The Trustee may resign at any time and be discharged from the trust hereby created by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuers. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to and the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldIssuers. The Issuer shall Issuers may remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.10;
(2b) the Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(3c) a receiver Custodian or other public officer takes charge of the Trustee or its property;
(d) the Trustee becomes incapable of acting; or
(4e) the Trustee otherwise becomes incapable of actingis found unsuitable or unqualified by any Gaming Authority. If the Trustee resigns or is removed by or if a vacancy exists in the Issuer or by office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described to replace the successor Trustee appointed by the Issuers. If any Gaming Authority requires the Trustee to be approved, licensed or qualified and the Trustee fails or declines to do so, such approval, license or qualification shall be obtained upon the request of, and at the expense of, the Company, unless the Trustee declines to do so in its sole discretion, in which case the Trustee shall be replaced in accordance with this Section 7.8, or, if the Trustee's relationship with the Company may, in the preceding paragraphCompany's discretion, jeopardize any material Gaming License or franchise or right or approval granted thereto, the Trustee shall resign, and, in addition, the Trustee may, at its option, resign if the Trustee in its sole discretion determines not to be so approved, licensed or qualified. If a vacancy exists successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers or the Holders of at least 10% in principal amount of the office then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee after written request by any Holder who has been a Holder for at least six months fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee for any reason (and the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.7. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.0% in aggregate principal amount of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s Issuers' obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee. The predecessor , and the Issuers shall pay to any such replaced or removed Trustee shall have no liability for any action all amounts owed under Section 7.7 upon such replacement or inaction of any successor Trusteeremoval.
Appears in 3 contracts
Samples: Indenture (Majestic Investor Capital Corp), Indenture (Majestic Investor Capital Corp), Indenture (Majestic Star Casino LLC)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer Issuers in writing not less than 30 days prior writing, to become effective upon the effective date appointment of such resignationa successor trustee. The Holder or Holders of a majority in aggregate principal amount of the Notes outstanding Securities may remove the Trustee by so notifying the removed Issuers and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee trustee with the Issuer’s written Issuers' consent, which consent will not be unreasonably withheld. The Issuer shall Issuers may remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof6.10;
(2b) the Trustee is adjudged bankrupt or insolvent;
(3c) a receiver receiver, Custodian, or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holder or Holders of a majority in aggregate principal amount of the Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon Immediately after that and provided that all sums owing to the retiring Trustee provided for in Section 6.7 have been paid, the retiring Trustee shall transfer all property held by it as trustee to the successor Trustee, subject to the lien provided in Section 6.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuers or the Holder or Holders of at least 10.010% in aggregate principal amount of the Notes outstanding Securities may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.106.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.86.8, the Issuer’s Issuers' obligations under Section 7.7 6.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Waterford Gaming LLC), Indenture (Waterford Gaming LLC)
Replacement of Trustee. (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.7.
(b) The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate outstanding principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to and the effective date of such removal Issuer and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall may remove the Trustee if:
: (1i) the Trustee fails to comply with Section 7.10 7.9 hereof;
; (2ii) the Trustee is adjudged bankrupt or insolvent;
; (3iii) a receiver Custodian or other public officer takes charge of the Trustee or its property; or
or (4iv) the Trustee otherwise becomes incapable of acting. .
(c) If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in outstanding principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraphTrustee, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. .
(d) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail or deliver electronically a notice of its succession to the Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien lien provided for in Section 7.7. 7.6 hereof.
(e) If a successor Trustee does not take office within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.010% in aggregate outstanding principal amount of the Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. .
(f) If the Trustee fails to comply with Section 7.107.9 hereof after written notice thereto, any Holder, who has been a bona fide Holder the Holders of a Note for at least six months, 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. .
(g) Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.7, the Issuer’s obligations under Section 7.7 7.6 hereof shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (GFL Environmental Holdings Inc.), Indenture (GFL Environmental Holdings Inc.)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer Company in writing not less than 30 days prior to the effective date of such resignationwriting. The Holder or Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the removed Company and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldwriting. The Issuer shall Company may remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.10;
(2b) the Trustee is adjudged bankrupt or insolvent;
(3c) a receiver receiver, Custodian, or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of this Section 7.8. If the instrument of acceptance by a successor Trustee required by this Section 7.8 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer Company shall promptly appoint a successor Trustee. At any time within one year after a successor Trustee appointed by the Company takes office, the Holder or Holders of a majority in principal amount of then outstanding Notes may, with the Company's consent, appoint a successor Trustee to replace such successor Trustee as so appointed by the Company. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerCompany. Thereupon Immediately after that and provided that all sums owing to the retiring Trustee provided for in Section 7.7 have been paid, the retiring Trustee shall transfer all property held by it as trustee to the successor Trustee, subject to the lien provided in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Company or the any Holder or Holders of at least 10.010% in aggregate principal amount of the then outstanding Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder or Holders of a Note for at least six months, 10% in principal amount of then outstanding Notes may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Any successor Trustee shall comply with TIA Section 310(a)(5). Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s Company's obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Neenah Foundry Co), Indenture (Neenah Foundry Co)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof7.09;
(2ii) the Trustee is adjudged a bankrupt or insolvent;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), ) the Issuer shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien lien provided for in Section 7.77.06. If a successor Trustee Xxxxxxx does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.0% a majority in aggregate principal amount of the Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.107.09, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.07, the Issuer’s obligations obligation under Section 7.7 7.06 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Azul Sa), Indenture (Azul Sa)
Replacement of Trustee. (a) The Trustee may resign at any time by giving 30 days’ prior notice of such resignation to the Issuers and be discharged from the trust hereby created by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee and the Issuers in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldwriting. The Issuer Issuers shall remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof7.10;
(2) the Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. .
(b) If the Trustee resigns or is has been removed by the Issuer or by the Holders, Holders of a majority in aggregate principal amount of the outstanding Notes and such Holders do not reasonably promptly may appoint a successor Trustee. Otherwise, if the Trustee as described in the preceding paragraphresigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer shall promptly appoint a successor Trustee. If no successor is so appointed, the Trustee, at expense of the Issuers, may petition a court of competent jurisdiction to appoint a successor. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the successor Trustee to replace it with another successor Trustee appointed by the Issuer.
(c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail send a notice of its succession to Holders, and include in the notice its name and address of its corporate trust office. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.77.07. The retiring or removed Trustee shall have no liability or responsibility for the action or inaction of any successor Trustee.
(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the Notes may petition, at the Issuer’s expenseexpense of the Issuers, any court of competent jurisdiction for the appointment of a successor Trustee. .
(e) If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Notes may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Trustee with respect to the Notes.
(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s Issuers’ obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor .
(g) A resignation or removal of the Trustee and appointment of a successor Trustee shall have no liability for any action or inaction of any become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.
Appears in 2 contracts
Samples: Indenture (Five Point Holdings, LLC), Indenture (Five Point Holdings, LLC)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer Holdings in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the Notes outstanding Securities may remove the Trustee by so notifying the removed Trustee and Holdings in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written Holdings' consent, which consent will not be unreasonably withheld. The Issuer shall Holdings may remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.10;
(2b) the Trustee is adjudged bankrupt or insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(3c) a receiver Custodian or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer Holdings shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Securities may appoint a successor Trustee to replace the successor Trustee appointed by Holdings. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to Holdings. As promptly as practicable after that, the Issuer. Thereupon retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, Holdings or the Holders of at least 10.025% in aggregate principal amount of the Notes outstanding Securities may petition, at the Issuer’s expenseexpense of Holdings, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s Holdings' obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Manischewitz B Co LLC), Indenture (Rab Enterprises Inc)
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign at any time by so notifying the Issuer Company in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldof the Company. The Issuer shall Company may remove the Trustee if:
: (1i) the Trustee fails to comply with is no longer eligible under Section 7.10 hereof;
7.10; (2ii) the Trustee is adjudged a bankrupt or an insolvent;
; (3iii) a receiver or other public officer takes charge of the Trustee or its property; or
or (4iv) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by removed, or if a vacancy exists in the Issuer or by office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described in to replace the preceding paragraphsuccessor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint Company or the Holders of a majority in principal amount of the outstanding Notes, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerCompany. Thereupon Immediately after the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, (ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holderseach Holder. The retiring No successor Trustee shall, shall accept its appointment unless at the expense time of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. If a such acceptance such successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.0% in aggregate principal amount of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Holder, Holder who has been a bona fide Holder satisfies the requirements of a Note for at least six months, TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section 7.08. The Company or successor Trustee shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the IssuerCompany’s obligations obligation under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Upon the Trustee’s resignation or removal, the Company shall promptly pay the Trustee shall have no liability for any action or inaction of any successor all amounts owed by the Company to the Trustee.
Appears in 2 contracts
Samples: Indenture (Steel Dynamics Inc), Indenture (Steel Dynamics Inc)
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.8. The Trustee may resign at any time and be discharged from the trust hereby created by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuers. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to and the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldIssuers. The Issuer shall Issuers may remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.10;
(2b) the Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Code;
(3c) a receiver Custodian or other public officer takes charge of the Trustee or its property;
(d) the Trustee becomes incapable of acting; or
(4e) the Trustee otherwise becomes incapable of actingis found unsuitable or unqualified by any Gaming Authority. If the Trustee resigns or is removed by or if a vacancy exists in the Issuer or by office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described to replace the successor Trustee appointed by the Issuers. If any Gaming Authority requires the Trustee to be approved, licensed or qualified and the Trustee fails or declines to do so, such approval, license or qualification shall be obtained upon the request of, and at the expense of, the Company, unless the Trustee declines to do so in its sole discretion, in which case the Trustee shall be replaced in accordance with this Section 7.8, or, if the Trustee's relationship with the Company may, in the preceding paragraphCompany's discretion, jeopardize any material Gaming License or franchise or right or approval granted thereto, the Trustee shall resign, and, in addition, the Trustee may, at its option, resign if the Trustee in its sole discretion determines not to be so approved, licensed or qualified. If a vacancy exists successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers or the Holders of at least 10% in principal amount of the office then outstanding Notes may petition, at the Issuers' expense, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee after written request by any Holder who has been a Holder for at least six months fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee for any reason (and the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the Holders. The Upon payment of its charges hereunder, the retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, provided that, all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.7. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.0% in aggregate principal amount of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s Issuers' obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor , and the Issuers shall pay to any such replaced or removed Trustee shall have no liability for any action all amounts owed under Section 7.7 upon such replacement or inaction of any successor Trusteeremoval.
Appears in 2 contracts
Samples: Indenture (Majestic Star Casino LLC), Indenture (Majestic Star Casino LLC)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior Company and to the Holders of Securities; provided, however, no such resignation shall be effective date of such resignationuntil a successor Trustee has accepted its appointment pursuant to this Section 9.8. The Majority Holders of a majority in aggregate principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to and the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldCompany. The Issuer Company shall remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof9.10;
(2b) the Trustee is adjudged bankrupt or insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer Company shall promptly appoint appoint, by resolution of its Board of Directors, a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerCompany satisfactory in form and substance to the retiring Trustee and the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to HoldersSecurityholders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien lien provided for in Section 7.79.7. If a successor Trustee does not take office within 60 30 days after the retiring Trustee resigns or is removed, (i) the retiring Trustee may upon ten Business Days' notice to the Company and the Securityholders, appoint a successor identified in such notice, or (ii) the Trustee, the Company or the Majority Holders of at least 10.0% in aggregate principal amount of the Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction at the expense of the Company for the appointment of a successor Trustee. The Majority Holders may upon removal of the Trustee nominate a successor trustee that shall be deemed appointed as successor trustee unless, within ten Business Days after notice to the Company of such nomination, the Company objects thereto, in which case the Trustee so removed or any other Securityholder, or if such Trustee so removed or any Securityholder fails to act, the Company, upon the terms and conditions provided herein, may petition any court of competent jurisdiction for an appointment of a successor trustee. If the Trustee fails to comply with Section 7.109.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to No successor trustee shall accept appointment as provided in this Section 7.89.8 unless, at the Issuer’s obligations under time of such acceptance, such successor complies with Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee9.10 hereof.
Appears in 2 contracts
Samples: Purchase Agreement (Integrated Electrical Services Inc), Indenture (Integrated Electrical Services Inc)
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign at any time with 60 days prior written notice by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Issuer and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall may remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof7.10;
(2) the Trustee is adjudged a bankrupt or an insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by or if a vacancy exists in the office of Trustee for any reason, the Issuer or by shall notify each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described in to replace the preceding paragraph, or if a vacancy exists in successor Trustee appointed by the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor TrusteeIssuer. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the outstanding Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Issuer. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Corrections Corp of America), Indenture (Corrections Corp of America)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer Issuers and the Guarantors in writing not less than 30 days prior writing, such resignation to become effective upon the effective date appointment of such resignationa successor Trustee. The Holders of a majority in aggregate principal amount of the outstanding Senior Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s Issuers' written consent, consent which consent will shall not be unreasonably withheld. The Issuer shall Issuers may remove the Trustee at their election if:
(1) the Trustee fails to comply with Section 7.10 hereof;
(2) the Trustee is adjudged a bankrupt or an insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason reason, the Issuers shall promptly appoint a successor Trustee. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Trustee expense of the Issuers), the Issuers or the Holders of at least 25% in such event being referred to herein as principal amount of the outstanding Senior Notes may petition any court of competent jurisdiction at the expense of the Issuers and Guarantors, in the case of the retiring Trustee), for the Issuer shall promptly appoint appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10 hereof, any Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon Immediately following such delivery, the retiring Trustee shall, subject to its rights under Section 7.7 hereof, transfer all property held by it as Trustee to the successor Trustee, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.0% in aggregate principal amount of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trusteeeach Noteholder. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s Issuers' obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Superior Telecommunications Inc), Indenture (Essex Group Inc)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall may remove the Trustee at its election if:
(1a) the Trustee fails to comply with Section 7.10 hereof;
(2b) the Trustee is adjudged a bankrupt or an insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07 hereof, all property held by it as Trustee to the successor Trustee, subject to the lien provided in Section 7.07 hereof, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this IndentureIndenture and each Security Document. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the outstanding Notes may petition, at the expense of the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10Trustee, after written request by any Holder, Holder who has been a bona fide holder of securities for any period of time specified under TIA Section 310(b), fails to comply with Section 7.10 hereof, such Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s obligations under Section 7.7 7.07 hereof shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Hercules Offshore, Inc.), Indenture (Hercules Offshore, Inc.)
Replacement of Trustee. (a) The Trustee may resign at any time upon thirty (30) days' prior written notice by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate principal amount of the Notes Issuer may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days with or without cause at any time, with prior notice to the effective date of such removal Rating Agencies, upon thirty (30) days' prior written notice, and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof6.11;
(2ii) the Trustee is adjudged a bankrupt or insolvent;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. .
(b) If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring "Retiring Trustee"), the Issuer shall promptly appoint a successor Trustee. .
(c) In addition, the Holders of a majority in Outstanding Amount of the Securitization Bonds of all Series may remove the Trustee by so notifying the Issuer and the Trustee and such Holders may appoint a successor Trustee.
(d) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The No resignation or removal of the Trustee shall become effective until the acceptance of the appointment by a successor Trustee. Upon the date of such succession, the successor Trustee shall mail a notice of its succession to HoldersSecuritization Bondholders. The retiring Retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. .
(e) If a successor Trustee does not take office within 60 days after the retiring Retiring Trustee resigns or is removed, the retiring Trustee Retiring Trustee, the Issuer or the Holders of at least 10.0% a majority in aggregate principal amount Outstanding Amount of the Notes Securitization Bonds of all Series may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. .
(f) If the Trustee fails to comply with Section 7.106.11, any Holder, who has been a bona fide Holder of a Note for at least six months, Securitization Bondholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. .
(g) Notwithstanding the replacement of the Trustee pursuant to this Section 7.86.08, the Issuer’s 's obligations under Section 7.7 6.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Retiring Trustee.
Appears in 2 contracts
Samples: Indenture (Consumers Energy Co Financing V), Indenture (Consumers Funding LLC)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the Notes then outstanding Securities may remove the Trustee by so notifying the removed Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written 's consent, which consent will not be unreasonably withheld. The Issuer shall may remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.10;
(2b) the Trustee is adjudged a bankrupt or insolventan insolvent under any Bankruptcy Law;
(3c) a receiver custodian or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon As promptly as practicable after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Securityholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the Notes then outstanding Securities may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article Seven shall become effective until the acceptance of appointment by the successor Trustee under Section 7.08. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s 's obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Black Creek Management LLC), Indenture (Classic Communications Inc)
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate outstanding principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.10;
(2b) the Trustee is adjudged bankrupt or insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by removed, or if a vacancy exists in the office of Trustee for any reason, the Issuer or by shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described in to replace the preceding paragraphsuccessor Trustee appointed by the Issuer. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, ; provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.77.07. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.025% in aggregate outstanding principal amount of the Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Issuer. If the Trustee fails to comply with Section 7.10, any Holder, Holder who has been a bona fide Holder of a Note for at least six months, months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s and the Guarantors’, if any, obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Digicel Group LTD), Indenture (Digicel Group LTD)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior Company; provided, however, that no such resignation shall be effective until a successor Trustee has accepted its appointment pursuant to the effective date of such resignationthis Section 7.8. The Holders of a majority in aggregate principal amount Principal Amount of the Notes Securities at the time outstanding may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer Company shall remove the Trustee if:if-
(1) the Trustee fails to comply with with, or ceases to be eligible under Section 7.10 hereof7.10;
(2) the Trustee is adjudged bankrupt or insolvent;
(3) a receiver or other public officer takes charge or control of the Trustee or its propertyproperty or affairs; or
(4) the Trustee otherwise in the Company's reasonable judgment becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer Company shall promptly appoint appoint, by resolution of its Board of Directors, a successor Trustee. A Every successor Trustee appointed hereunder shall execute, acknowledge and deliver a written acceptance of its appointment to the Company and to the retiring Trustee an instrument accepting such appointment, and to the Issuer. Thereupon thereupon the resignation or removal of the retiring Trustee shall become effectiveeffective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall have shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and duties trusts of the retiring Trustee under this Indenture. The and shall duly assign, transfer and deliver to such successor Trustee shall mail a notice of its succession to Holders. The all property and money held by such retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trusteehereunder, subject to the Lien lien provided for in Section 7.7. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be eligible under this Article. If a successor Trustee does not take office within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Company or the Holders of at least 10.0% a majority in aggregate principal amount Principal Amount of the Notes may petition, Securities at the Issuer’s expense, time outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Atmel Corp), Indenture (Atmel Corp)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than upon 30 days prior days' written notice to the effective date of such resignation. The Holders of a majority in aggregate principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee by written notice if:
(1i) the Trustee fails to comply with Section 7.10 hereof6.11;
(2ii) the Trustee is adjudged a bankrupt or insolvent;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring "Retiring Trustee"), the Issuer shall promptly appoint a successor Trustee. In addition, the Majority Holders may remove the Trustee by so notifying the Issuer and the Trustee in writing and such Holders may appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this IndentureIndenture and any Intercreditor Agreement. No resignation or removal of the Trustee will become effective until the acceptance of the appointment by a successor Trustee. The successor Trustee shall mail a notice of its succession to Holdersthe Transition Bondholders. The retiring Retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. If a successor Trustee does not take office within 60 days after the retiring Retiring Trustee resigns or is removed, the retiring Retiring Trustee at the expense of the Issuer, the Issuer or the Majority Holders of at least 10.0% in aggregate principal amount of the Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.106.11, any Holder, who has been a bona fide Holder of a Note for at least six months, Transition Bondholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.86.08, the Issuer’s 's obligations under Section 7.7 6.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Retiring Trustee.
Appears in 2 contracts
Samples: Indenture (CenterPoint Energy Transition Bond CO II, LLC), Indenture (CenterPoint Energy Transition Bond CO II, LLC)
Replacement of Trustee. (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.07.
(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the removed Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldwriting. The Issuer shall may remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 7.09 hereof;
(2ii) the Trustee is adjudged bankrupt or insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(3iii) a receiver custodian or other public officer takes charge of the Trustee or its property;
(iv) the Trustee becomes incapable of acting; or
(4v) the Trustee otherwise becomes incapable has or acquires a conflict of acting. interest that is not eliminated.
(c) If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer shall will promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and Within one year after the successor Trustee shall have all takes office, the rights, powers and duties Holders of a majority in aggregate principal amount of the Trustee under this Indenture. The then outstanding Notes may appoint a successor Trustee shall mail a notice of its succession to Holders. The retiring replace the successor Trustee shall, at the expense of appointed by the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. .
(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, (i) the retiring Trustee Trustee, the Issuer, or the Holders of at least 10.010% in aggregate principal amount of the then outstanding Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. Trustee or (ii) the retiring Trustee may appoint a successor Trustee at any time prior to the date on which a successor Trustee takes office, provided that such appointment shall be reasonably satisfactory to the Issuer.
(e) If the Trustee fails to comply with Section 7.10Trustee, after written request by any Holder, Holder who has been a bona fide Holder of a Note for at least six months, fails to comply with Section 7.09 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.
(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.06 hereof. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.07, the Issuer’s obligations under Section 7.7 shall 7.06 hereof will continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Allwyn Entertainment AG), Indenture (Allwyn Entertainment AG)
Replacement of Trustee. (a) The Trustee may resign at any time by giving 30 days’ prior notice of such resignation to the Issuer and be discharged from the trust hereby created by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldwriting. The Issuer shall remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof7.10;
(2) the Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. .
(b) If the Trustee resigns or is has been removed by the Issuer or by the Holders, Holders of a majority in aggregate principal amount of the outstanding Notes and such Holders do not reasonably promptly may appoint a successor Trustee. Otherwise, if the Trustee as described in the preceding paragraphresigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer shall promptly appoint a successor Trustee. If no successor is so appointed, the Trustee, at expense of the Issuer, may petition a court of competent jurisdiction to appoint a successor. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the successor Trustee to replace it with another successor Trustee appointed by the Issuer.
(c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail send a notice of its succession to Holders, and include in the notice its name and address of its corporate trust office. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.77.07. The retiring or removed Trustee shall have no liability or responsibility for the action or inaction of any successor Trustee.
(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the Notes may petition, at the expense of the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. .
(e) If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Notes may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Trustee with respect to the Notes.
(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Howard Hughes Corp), Indenture (Howard Hughes Corp)
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.06. The Trustee may resign at any time by so notifying giving written notice to the Issuer in writing not less than 30 days prior to and the effective date of such resignationHolders. The Holders of a majority in aggregate outstanding principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.08;
(2b) the Trustee is adjudged bankrupt or insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by removed, or if a vacancy exists in the office of Trustee for any reason, the Issuer or by shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described in to replace the preceding paragraphsuccessor Trustee appointed by the Issuer. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.06 within 30 days after the retiring Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee Trustee, as the case may be, and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, the retiring Trustee shall be released from its obligations hereunder, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail deliver a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, ; provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.77.05. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.030% in aggregate outstanding principal amount of the Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Issuer. Without prejudice to the right of the Issuer to appoint a successor Trustee in accordance with the provisions of this Indenture, the retiring Trustee may appoint a successor Trustee at any time prior to the date on which a successor Trustee takes office. If the Trustee fails to comply with Section 7.107.08, any Holder, Holder who has been a bona fide Holder of a Note for at least six months, months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.06, the Issuer’s and the Guarantor’s obligations under Section 7.7 7.05 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Royal Caribbean Cruises LTD), Indenture (Royal Caribbean Cruises LTD)
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.8. The Trustee may resign at any time and be discharged from the trust hereby created by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the then outstanding Notes issued pursuant to this Indenture and then-outstanding, voting as a single class may remove the Trustee by so notifying the removed Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldwriting. The Issuer shall may remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof;
(2b) the Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(3c) a receiver Custodian or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by or if a vacancy exists in the office of Trustee for any reason, the Issuer or by shall notify each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the all outstanding Notes issued pursuant to this Indenture and such Holders do not reasonably promptly then-outstanding, voting as a single class may appoint a successor Trustee as described in to replace the preceding paragraph, or if a vacancy exists in successor Trustee appointed by the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor TrusteeIssuer. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Promptly after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided in Section 7.7 hereof, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a deliver notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the all outstanding Notes of each Series may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.107.10 hereof, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Rock-Tenn Co of Texas), Indenture (Rock-Tenn CO)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer Issuers and the Guarantors in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the Issuers and the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s Issuers’ written consent, which consent will shall not be unreasonably withheld. The Issuer shall Issuers may remove the Trustee at their election if:
(1) the Trustee fails to comply with Section 7.10 hereof7.10;
(2) the Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by or if a vacancy exists in the Issuer office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or by is removed, the retiring Trustee, the Issuers or the Holders of a majority in principal amount of the outstanding Notes and such Holders do not reasonably promptly appoint may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee as described in fails to comply with Section 7.10, any Noteholder may petition any court of competent jurisdiction for the preceding paragraph, or if a vacancy exists in the office removal of the Trustee for any reason (and the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon Immediately following such delivery, the retiring Trustee shall, subject to its rights under Section 7.07, transfer all property held by it as Trustee to the successor Trustee, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.0% in aggregate principal amount of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trusteeeach Noteholder. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s Issuers’ obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Crown Holdings Inc), Indenture (Crown Holdings Inc)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate principal amount of the Notes Securities may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof7.10;
(2) the Trustee is adjudged bankrupt or insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns has or shall acquire a conflicting interest within the meaning of the TIA, the Trustee shall either eliminate such conflict, petition the SEC to continue or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture. If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the Notes Securities and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraphTrustee, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to HoldersSecurityholders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien lien provided for in Section 7.77.07. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.010% in aggregate principal amount of the Notes Securities may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, Securityholder who has been a bona fide Holder holder of a Note Security for at least six months, months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8Section, the Issuer’s obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Century Communities, Inc.), Indenture (Century Communities, Inc.)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing Issuers; provided that such resignation shall not less than 30 days prior to the be effective date of such resignationuntil a successor is appointed. The Holders of a majority in aggregate principal amount of the Notes Securities may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer Issuers shall remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereofof this Indenture or fails to qualify as Book-Entry Depositary pursuant to Section 3.07 of the Note Depositary Agreement;
(2) the Trustee is adjudged bankrupt or insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer Issuers shall promptly appoint a successor TrusteeTrustee (subject to the preceding paragraph). A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to HoldersSecurityholders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien lien provided for in Section 7.77.07. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.010% in aggregate principal amount of the Notes Securities may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8Section, the Issuer’s Company's obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (NSM Steel Co LTD), Indenture (NSM Steel Co LTD)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate principal amount of the Notes Securities may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof7.10;
(2) the Trustee is adjudged bankrupt or insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns has or shall acquire a conflicting interest within the meaning of the TIA, the Trustee shall either eliminate such conflict, petition the SEC to continue or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture. If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the Notes Securities and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraphTrustee, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to HoldersSecurityholders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien lien provided for in Section 7.77.07. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.010% in aggregate principal amount of the Notes Securities may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, Securityholder who has been a bona fide Holder holder of a Note Security for at least six months, months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8Section, the Issuer’s obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Century Communities, Inc.), Indenture (Century Communities, Inc.)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer Issuers in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount Principal Amount at Maturity of the Notes then outstanding Securities may remove the Trustee by so notifying the removed Trustee and the Issuers in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written Issuers' consent, which consent will not be unreasonably withheld. The Issuer shall Issuers may remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof7.10;
(2) the Trustee is adjudged a bankrupt or insolventan insolvent under any Bankruptcy Law;
(3) a receiver custodian or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in Principal Amount at Maturity of the Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon As promptly as practicable after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Securityholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuers or the Holders of at least 10.010% in aggregate principal amount Principal Amount at Maturity of the Notes then outstanding Securities may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s Issuers' obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Frontiervision Holdings Capital Ii Corp), Indenture (Frontiervision Holdings Capital Corp)
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign at any time with 60 days prior written notice by so notifying the Issuer Issuers in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Issuers and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall Issuers may remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.10;
(2b) the Trustee is adjudged a bankrupt or an insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns shall resign, be removed or is removed become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, Parent shall promptly appoint a successor Trustee and shall comply with the applicable requirements of this Section 7.08. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by the Issuer or by action of the Holders of a majority in principal amount of the outstanding Notes delivered to Parent and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of this Section 7.08, become the successor Trustee and to that extent supersede the successor Trustee appointed by Parent. If no successor Trustee shall promptly appoint have been so appointed by Parent or the Holders and accepted appointment in the manner required by this Section 7.08, then, subject to Section 6.11 any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a (or otherwise deliver in accordance with the procedures of the Depository) notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuers or the Holders of at least 10.010% in aggregate principal amount of the outstanding Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Issuers. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s Issuers’ obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Ryman Hospitality Properties, Inc.), Indenture (Ryman Hospitality Properties, Inc.)
Replacement of Trustee. (a) The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior written notice to the effective date of such resignationIssuer and the Company. The Holders of a majority in aggregate principal amount of the Notes Outstanding Securities may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior written notice to the effective date of such removal Trustee and the Issuer may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof7.09;
(2ii) the Trustee is adjudged bankrupt or insolvent;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. acting as Trustee hereunder.
(b) In addition, the Issuer may remove the Trustee at any time for any reason to the extent the Issuer has given the Trustee at least 30 days’ written notice and as long as no Default or Event of Default has occurred and is continuing.
(c) A resignation or removal of the Trustee and appointment of a successor trustee shall become effective only upon the successor trustee’s acceptance of appointment as provided in this Section 7.07.
(d) If the Trustee resigns or is has been removed by the Issuer or by the Holders, Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly Securities may appoint a successor trustee with the consent of the Issuer. Otherwise, if the Trustee as described in the preceding paragraphresigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer shall promptly appoint a successor Trustee. A successor trustee; provided, however, that in case of a bankruptcy of the Issuer, the resigning Trustee shall have the right to appoint a successor trustee within 10 Business Days after giving of such notice of resignation if the Issuer has not already appointed a successor trustee. If the successor trustee does not deliver its written acceptance within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the holders of a majority in principal amount of the Outstanding Securities may appoint a successor trustee or may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor trustee.
(e) Upon delivery by the successor trustee of a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon , (i) the retiring Trustee shall, upon payment of its charges, transfer all property held by it as Trustee to the successor trustee, (ii) the resignation or removal of the retiring Trustee shall become effective, and (iii) the successor Trustee trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The Upon request of any successor Trustee trustee, the Issuer shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer execute any and all property held by it as Trustee instruments for fully vesting in and confirming to the successor Trusteetrustee all such rights, subject to the Lien provided for in Section 7.7powers and trusts. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders The Issuer shall give notice of at least 10.0% in aggregate principal amount any resignation and any removal of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the Trustee and each appointment of a successor Trustee. trustee to all Holders, and include in the notice the name of the successor trustee and the address of its Corporate Trust Office.
(f) If the Trustee fails to comply with Section 7.107.09, any Holder, who has been a bona fide Holder of a Note for at least six months, Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a another successor Trustee. .
(g) Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.07, the Issuer’s obligations under Section 7.7 7.06 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Suzano Austria GmbH), Indenture (Suzano Austria GmbH)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the Notes Securities may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof6.09;
(2b) the Trustee is adjudged a bankrupt or insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), ) the Issuer shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien lien provided for in Section 7.76.06. If a successor Trustee does not take office within 60 sixty calendar days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.0% a majority in aggregate principal amount of the Notes may petitionSecurities may, at the expense of the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.106.09, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.86.07, the Issuer’s obligations obligation under Section 7.7 6.06 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Replacement of Trustee. (a) The Trustee may resign at any time by so notifying the Issuer Issuers in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Issuers and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall Issuers may remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof7.10;
(2ii) the Trustee is adjudged a bankrupt or an insolvent;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. .
(b) If the Trustee resigns or is removed by or if a vacancy exists in the Issuer or by office of Trustee for any reason, the Issuers shall notify each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described in to replace the preceding paragraph, or if a vacancy exists in successor Trustee appointed by the office of the Trustee for any reason Issuers.
(the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. each Noteholder.
(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuers or the Holders of at least 10.010% in aggregate principal amount of the outstanding Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. Trustee at the expense of the Issuers.
(e) If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. .
(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s Issuers’ obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Universal City Travel Partners), Indenture (Universal City Travel Partners)
Replacement of Trustee. The Trustee may resign at any time by so notifying written notice to the Issuer in writing not less than 30 days prior to and the effective date of such resignationCompany. The Holders of a majority in aggregate principal amount of the Notes Outstanding Securities may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior written notice to the effective date of such removal Trustee and the Issuer and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof7.09;
(2) the Trustee is adjudged bankrupt or insolventinsolvent or an order of relief is entered with respect to the Trustee;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of actingacting as Trustee hereunder. In addition, the Issuer may remove the Trustee at any time for any reason to the extent the Issuer has given the Trustee at least 30 days’ written notice and as long as no Default or Event of Default has occurred and is continuing. A resignation or removal of the Trustee and appointment of a successor trustee shall become effective only upon the successor trustee’s acceptance of appointment as provided in this Section. If the Trustee resigns or is has been removed by the Issuer or by the Holders, Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly Securities may appoint a successor trustee with the consent of the Issuer. Otherwise, if the Trustee as described in the preceding paragraphresigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer shall promptly appoint a successor Trustee. A successor trustee, provided, however, that in case of a bankruptcy, the resigning Trustee shall have the right to appoint a successor trustee within 10 Business Days after giving of such notice of resignation if the Issuer has not already appointed a successor trustee. If the successor trustee does not deliver its written acceptance within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the holders of a majority in principal amount of the Outstanding Securities may appoint a successor trustee or may petition any court of competent jurisdiction for the appointment of a successor trustee. Upon delivery by the successor trustee of a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon , (i) the retiring Trustee shall, upon payment of its charges, transfer all property held by it as Trustee to the successor trustee, (ii) the resignation or removal of the retiring Trustee shall become effective, and (iii) the successor Trustee trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The Upon request of any successor Trustee trustee, the Issuer shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer execute any and all property held by it as Trustee instruments for fully vesting in and confirming to the successor Trusteetrustee all such rights, subject to the Lien provided for in Section 7.7powers and trusts. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders The Issuer shall give notice of at least 10.0% in aggregate principal amount any resignation and any removal of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the Trustee and each appointment of a successor Trusteetrustee to all Holders, and include in the notice the name of the successor trustee and the address of its Corporate Trust Office. If the Trustee fails to comply with Section 7.107.09, any Holder, who has been a bona fide Holder of a Note for at least six months, Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a another successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.07, the Issuer’s obligations under Section 7.7 7.06 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Fibria Celulose S.A.), Indenture (Fibria Celulose S.A.)
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign at any time with 60 days prior written notice by so notifying the Issuer Issuers in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Issuers and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall Issuers may remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof7.10;
(2) the Trustee is adjudged a bankrupt or an insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns shall resign, be removed or is removed become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, Parent shall promptly appoint a successor Trustee and shall comply with the applicable requirements of this Section 7.08. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by the Issuer or by action of the Holders of a majority in principal amount of the outstanding Notes delivered to Parent and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of this Section 7.08, become the successor Trustee and to that extent supersede the successor Trustee appointed by Parent. If no successor Trustee shall promptly appoint have been so appointed by Parent or the Holders and accepted appointment in the manner required by this Section 7.08, then, subject to Section 6.11 any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a (or otherwise deliver in accordance with the procedures of the Depository) notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuers or the Holders of at least 10.010% in aggregate principal amount of the outstanding Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Issuers. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s Issuers’ obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (Ryman Hospitality Properties, Inc.), Indenture (Ryman Hospitality Properties, Inc.)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer Case New Holland in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee and Case New Holland in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall Case New Holland may remove the Trustee at its election if:
(1a) the Trustee fails to comply with Section 7.10 hereof;
(2b) the Trustee is adjudged a bankrupt or an insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer Case New Holland shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes may appoint a successor Trustee to replace the successor Trustee appointed by Case New Holland. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to Case New Holland. Immediately after that, the Issuer. Thereupon retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07 hereof, all property held by it as Trustee to the successor Trustee, subject to the lien provided in Section 7.07 hereof, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, Case New Holland or the Holders of at least 10.010% in aggregate principal amount of the outstanding Notes may petition, at the Issuer’s expenseexpense of Case New Holland, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.107.10 hereof, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the IssuerCase New Holland’s obligations under Section 7.7 7.07 hereof shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 2 contracts
Samples: Indenture (CNH Global N V), Indenture (CNH Global N V)
Replacement of Trustee. (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.07.
(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the removed Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal writing, and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof;
(2i) the Trustee is adjudged bankrupt or insolvent, or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(3ii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iii) the Trustee otherwise becomes incapable of acting. .
(c) If the Trustee resigns or resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall reasonably promptly appoint a successor Trustee. Within one year after the date on which the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.
(d) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail send a notice of its succession to the Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. 7.06.
(e) If a successor Trustee Xxxxxxx does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.010% in aggregate principal amount of the then outstanding Notes may petition, petition at the Issuer’s expense, expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. .
(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.8Section, the Issuer’s obligations under Section 7.7 7.06 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Indenture (Kronos Worldwide Inc)
Replacement of Trustee. (a) A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.
(b) The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuers. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer Issuers shall remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof;
(2ii) the Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(3iii) a receiver Custodian or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. .
(c) If the Trustee resigns or resigns, is removed by the Issuer Issuers or by the Holders of a majority in principal amount of the then outstanding Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.
(d) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien lien provided for in Section 7.7. 7.07.
(e) If a successor Trustee does not take office within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.010% in aggregate principal amount of the then outstanding Notes may petition, at the Issuer’s expenseexpense of the Issuers, any court of competent jurisdiction for the appointment of a successor Trustee. .
(f) If the Trustee fails to comply with Section 7.10, any Holderafter written notice hereto, who has been a bona fide Holder the Holders of a Note for at least six months, 10% in principal amount of the Notes may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. .
(g) Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s Issuers’ obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer Company in writing not less than 30 days prior to the effective date of such resignationwriting. The Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding Securities may remove the Trustee by so notifying the removed Company and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldwriting. The Issuer shall Company may remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.10;
(2b) the Trustee is adjudged bankrupt or insolvent;
(3c) a receiver receiver, Custodian, or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of this Section 7.8. If the instrument of acceptance by a successor Trustee required by this Section 7.8 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation or removal, the resigning or removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer Company shall promptly appoint a successor Trustee. At any time within one year after a successor Trustee appointed by the Company takes office, the Holder or Holders of a majority in principal amount of then outstanding Securities may, with the Company's consent, appoint a successor Trustee to replace such successor Trustee as so appointed by the Company. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerCompany. Thereupon Immediately after that and provided that all sums owing to the retiring Trustee provided for in Section 7.7 have been paid, the retiring Trustee shall transfer all property held by it as trustee to the successor Trustee, subject to the lien provided in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Company or the any Holder or Holders of at least 10.010% in aggregate principal amount of the Notes then outstanding Securities may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder or Holders of a Note for at least six months, 10% in principal amount of then outstanding Securities may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s Company's obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Replacement of Trustee. (a) The Trustee may resign at any time upon 30 days' prior written notice by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate principal amount of the Notes Issuer may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days with or without cause at any time, with prior notice to the effective date of such removal Rating Agencies, upon 30 days' prior written notice, and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof6.11;
(2ii) the Trustee is adjudged a bankrupt or insolvent;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. .
(b) If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein hereinafter as the retiring "Retiring Trustee"), the Issuer shall promptly appoint a successor Trustee. .
(c) In addition, the Holders of a majority in Outstanding Amount of the Transition Bonds of all Series may remove the Trustee by so notifying the Issuer and the Trustee and such Holders may appoint a successor Trustee.
(d) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. No resignation or removal of the Trustee shall become effective until the acceptance of the appointment by a successor Trustee. The successor Trustee shall mail a notice of its succession to HoldersTransition Bondholders. The retiring Retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. .
(e) If a successor Trustee does not take office within 60 days after the retiring Retiring Trustee resigns or is removed, the retiring Trustee Retiring Trustee, the Issuer or the Holders of at least 10.0% a majority in aggregate principal amount Outstanding Amount of the Notes Transition Bonds of all Series may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. .
(f) If the Trustee fails to comply with Section 7.106.11, any Holder, who has been a bona fide Holder of a Note for at least six months, Transition Bondholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. .
(g) Notwithstanding the replacement of the Trustee pursuant to this Section 7.86.08, the Issuer’s 's obligations under Section 7.7 6.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Retiring Trustee.
Appears in 1 contract
Samples: Indenture (Atlantic City Electric Transition Funding LLC)
Replacement of Trustee. No resignation or removal of the Trustee shall become effective until the appointment of a successor Trustee pursuant to this Section 6.08 and that meets the criteria set forth in Section 6.11 has become effective. The Trustee may resign at any time upon at least 30 days written notice by so notifying the Issuer in writing not less than 30 days prior to and the effective date Noteholders of such that resignation. The Holders of a majority in aggregate principal amount Majority Noteholders or the Issuer, with the written consent of the Notes Majority Noteholders, may remove the Trustee without cause upon at least 30 days written notice by so notifying the removed Trustee in writing not less than 30 days prior (a copy of which notice shall promptly be provided by the Issuer to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldRating Agency). The Issuer shall remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof6.11;
(2ii) the Trustee is adjudged bankrupt or insolvent;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or;
(4iv) the Trustee otherwise becomes incapable of acting; or
(v) the Trustee defaults in any of its obligations under the Transaction Documents and such default is not cured within 30 days after a Responsible Officer of the Trustee receives written notice of such default. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Upon the appointment becoming effective, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The No successor Trustee shall mail a notice accept appointment as provided in this Section 6.08 unless at the time of its succession to Holderssuch appointment becoming effective such Person shall be eligible under the provisions of Section 6.11. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property (including all Indenture Collateral) held by it as Trustee to the successor TrusteeTrustee and shall execute and deliver such instruments and such other documents as may reasonably be required to more fully and certainly vest and confirm in the successor Trustee all such rights, subject to the Lien provided for in Section 7.7powers, duties and obligations. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.0% in aggregate principal amount of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Majority Noteholders may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.86.08, the Issuer’s obligations under Section 7.7 6.07 shall continue for the benefit of the retiring Trustee. The predecessor Upon the appointment of a successor Trustee as provided in this Section 6.08, the successor Trustee shall have no liability for any action or inaction mail notice of any successor Trusteesuch succession hereunder at the expense of the Issuer to all Holders of Notes at their addresses as shown in the Note Register.
Appears in 1 contract
Replacement of Trustee. (a) The Trustee or any successor hereafter appointed may resign at any time by giving 30 days' prior notice of such resignation to the Issuer and be discharged from the trust hereby created by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee and the Company in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldwriting. The Issuer shall remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof7.10;
(2ii) the Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. .
(b) If the Trustee resigns or is has been removed by the Issuer or by the Holders, Holders of a majority in principal amount of the outstanding Notes and such Holders do not reasonably promptly may appoint a successor trustee. Otherwise, if the Trustee as described in the preceding paragraphresigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer Company shall promptly appoint a successor Trusteetrustee. A Within one year after the successor Trustee trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the successor trustee to replace it with another successor trustee appointed by the Company.
(c) The successor trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail send a notice of its succession to Holders, and include in the notice its name and address of the Corporate Trust Office of the Trustee. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trusteetrustee, subject to the Lien provided for in Section 7.7. 7.07.
(d) If a successor Trustee trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the Notes may petition, at the expense of the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. trustee.
(e) If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Notes may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. trustee with respect to the Notes.
(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.8Section, the Issuer’s 's obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Indenture (Sibanye Gold LTD)
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.06. The Trustee may resign at any time without giving any reason by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuers. The Holders of a majority in aggregate outstanding principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to and the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldIssuers. The Issuer Issuers shall remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.07;
(2b) the Trustee is adjudged bankrupt or insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by removed, or if a vacancy exists in the Issuer or by office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described in to replace the preceding paragraphsuccessor Trustee appointed by the Issuers. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.06 within 30 days after the retiring Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint Issuers or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Issuers, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, ; provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.77.05. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuers or the Holders of at least 10.030% in aggregate outstanding principal amount of the Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Issuers. Without prejudice to the right of the Issuers to appoint a successor Trustee in accordance with the provisions of this Indenture, the retiring Trustee may appoint a successor Trustee at any time prior to the date on which a successor Trustee takes office. If the Trustee fails to comply with Section 7.107.09, any Holder, Holder who has been a bona fide Holder of a Note for at least six months, months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.06, the Issuer’s Issuers’ and the Guarantors’ obligations under Section 7.7 7.05 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount at maturity of the Notes outstanding Securities may remove the Trustee by so notifying the removed Issuer and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall may remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof7.10;
(2ii) the Trustee is adjudged bankrupt or insolvent;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. -91- If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer shall notify each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount at maturity of the Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.7, all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Securityholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee at the Issuer's expense, the Issuer or the Holders of at least 10.010% in aggregate principal amount at maturity of the Notes outstanding Securities may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s 's and the Guarantors' obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Indenture (Salt Holdings Corp)
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.07. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate outstanding principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.09;
(2b) the Trustee is adjudged bankrupt or insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by removed, or if a vacancy exists in the office of Trustee for any reason, the Issuer or by shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described in to replace the preceding paragraphsuccessor Trustee appointed by the Issuer. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.07 within 30 days after the retiring Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien lien provided for in Section 7.77.06 If a successor Trustee is not appointed or is appointed but does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee may appoint a successor Trustee. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.025% in aggregate outstanding principal amount of the Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Issuer. If the Trustee fails to comply with Section 7.107.09, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.07, the Issuer’s and the Subsidiary Guarantors’ obligations under Section 7.7 7.06 shall continue for the benefit of the retiring Trustee. The predecessor For the avoidance of doubt, the rights, privileges, protections, immunities and benefits given to the Trustee in this Section 7.07, including its right to be indemnified, are extended to, and shall have no liability for be enforceable by each Paying Agent, Registrar or Transfer Agent employed to act hereunder or any action agent of the Trustee, Registrar, Paying Agent or inaction of any successor TrusteeTransfer Agent.
Appears in 1 contract
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign at any time with 60 days prior written notice by so notifying the Issuer Issuers in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Issuers and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall Issuers may remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof7.10;
(2) the Trustee is adjudged a bankrupt or an insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns shall resign, be removed or is removed become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, Parent shall promptly appoint a successor Trustee and shall comply with the applicable requirements of this Section 7.08. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by the Issuer or by action of the Holders of a majority in principal amount of the outstanding Notes delivered to Parent and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of this Section 7.08, become the successor Trustee and to that extent supersede the successor Trustee appointed by Parent. If no successor Trustee shall promptly appoint have been so appointed by Parent or the Holders and accepted appointment in the manner required by this Section 7.08, then, subject to Section 6.11 any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a (or otherwise deliver in accordance with the procedures of the Depository) notice of its succession to Holderseach Holder. The retiring or removed Trustee shall, at shall have no responsibility or liability for the expense action or inaction of the Issuer, promptly transfer all property held by it as Trustee to the any successor Trustee, subject to the Lien provided for in Section 7.7. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuers or the Holders of at least 10.010% in aggregate principal amount of the outstanding Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Issuers. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s Issuers’ obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer Issuers in writing not less than 30 days prior writing, to become effective upon the effective date appointment of such resignationa successor trustee. The Holder or Holders of a majority in aggregate principal amount of the Notes outstanding Securities may remove the Trustee by so notifying the removed Issuers and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee trustee with the Issuer’s written Issuers' consent, which consent will not be unreasonably withheld. The Issuer shall Issuers may remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof6.10;
(2b) the Trustee is adjudged bankrupt or insolvent;
(3c) a receiver receiver, Custodian, or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holder or Holders of a majority in aggregate principal amount of the Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon Immediately after that and provided that all sums owing to the retiring Trustee provided for in Section 6.7 have been paid, the retiring Trustee shall transfer all property held by it as trustee to the successor Trustee, subject to the lien provided in Section 6.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within xxxxxx 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuers or the Holder or Holders of at least 10.010% in aggregate principal amount of the Notes outstanding Securities may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.106.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.86.8, the Issuer’s Issuers' obligations under Section 7.7 6.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Replacement of Trustee. (a) The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate principal amount of the then-outstanding Notes may remove the Trustee by so notifying the removed Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldwriting. The Issuer shall may remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof7.10;
(2ii) the Trustee is adjudged bankrupt or insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(3iii) a receiver Custodian or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. .
(b) If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then- outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.
(c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Upon delivery of such acceptance, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee under this Indenture and the Notes to the successor Trustee, subject to the Lien provided for in Section 7.7. 7.07.
(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the then-outstanding Notes may petition, petition at the Issuer’s expense, expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee. .
(e) If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in TIA § 310(b), any Holder, Holder who has been a bona fide Holder holder of a Note for at least six months, months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. .
(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.8Section, the Issuer’s and the Guarantors’ obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Indenture (Acco Brands Corp)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer Issuers in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the Notes outstanding Securities may remove the Trustee by so notifying the removed Trustee and the Issuers in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written Issuers' consent, which consent will not be unreasonably withheld. The Issuer shall Issuers may remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.10;
(2b) the Trustee is adjudged a bankrupt or insolventan insolvent under any Bankruptcy Law;
(3c) a receiver custodian or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon As promptly as practicable after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Securityholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuers or the Holders of at least 10.010% in aggregate principal amount of the Notes outstanding Securities may petition, at the Issuer’s expenseexpense of the Issuers, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s Issuers' obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.06. The Trustee may resign at any time without giving any reason by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate outstanding principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee and the Issuer in writing not less than at least 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldremoval. The Issuer shall remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereofSection 7.09;
(2b) the Trustee is adjudged bankrupt or insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by removed, or if a vacancy exists in the office of Trustee for any reason, the Issuer or by shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described in to replace the preceding paragraphsuccessor Trustee appointed by the Issuer. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.06 within 30 days after the retiring Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee Trustee, as the case may be, and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail deliver a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, ; provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.7Section 7.05. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.030% in aggregate outstanding principal amount of the Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Issuer. Without prejudice to the right of the Issuer to appoint a successor Trustee in accordance with the provisions of this Indenture, the retiring Trustee may appoint a successor Trustee at any time prior to the date on which a successor Trustee takes office. If the Trustee fails to comply with Section 7.10Section 7.09, any Holder, Holder who has been a bona fide Holder of a Note for at least six months, months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8Section 7.06, the Issuer’s obligations under Section 7.7 Section 7.05 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Issuer and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written 's consent, which consent will not be unreasonably withheld. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this section. The Issuer shall may remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof7.10;
(2ii) the Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any bankruptcy law;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of actingacting with respect to its duties hereunder. If the Trustee resigns or is removed by or if a vacancy exists in the office of Trustee for any reason, the Issuer or by shall notify each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes and such Holders do not reasonably promptly may, with the Issuer's consent, appoint a successor Trustee as described in to replace the preceding paragraph, or if a vacancy exists in successor Trustee appointed by the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor TrusteeIssuer. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.7, all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the then outstanding Notes may petition, petition at the Issuer’s expense, expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee after written request by any Holder who has been a Holder for at least six months fails to comply with Section 7.10, any Holder, who has been a bona fide such Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s 's and each of the Guarantor's obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee and the Issuer shall have no liability for pay to any action replaced or inaction of any successor Trusteeremoved Trustee all amounts owed under Section 7.7 upon such replacement or removal.
Appears in 1 contract
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate principal amount of the Notes Securities may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior and paying to the effective date removed Trustee all fees, costs and other expenses (including indemnification payments and reimbursements of such removal Advances (if any) owed to the Trustee hereunder) and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall may remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof7.10;
(2) the Trustee is adjudged a bankrupt or insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (reason, then, unless the Holders of Securities have appointed a successor Trustee in such event being referred to herein as the retiring Trustee)provided above, the Issuer shall promptly appoint a successor Trustee. The Issuer will provide to the successor Trustee written confirmation from each of the Rating Agencies that the appointment of such successor Trustee will not, in and of itself, cause the withdrawal, downgrade or qualification of the then current rating of the First Mortgage Bonds or (after the Permitted Merger Date) the unsecured debt of MAALP. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Immediately after receiving such acceptance, the retiring Trustee shall, upon the payment of all fees, costs and expenses (including indemnification payments and reimbursement of Advances), if any, owed to it hereunder, transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.07, the resignation or removal of the retiring Trustee shall then become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense each Holder of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7Securities. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.0% a majority in aggregate principal amount of the Notes Securities may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Securities may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Restated Supplemental Indenture (Mid America Capital Partners L P)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer Issuers in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee and the Issuers in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall Issuers may remove the Trustee at its election if:
(1a) the Trustee fails to comply with Section 7.10 hereof;
(2b) the Trustee is adjudged a bankrupt or an insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07 hereof, all property held by it as Trustee to the successor Trustee, subject to the lien provided in Section 7.07 hereof, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a send notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuers or the Holders of at least 10.010% in aggregate principal amount of the outstanding Notes may petition, at the Issuer’s expenseexpense of the Issuers, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10Trustee, after written request by any Holder, Holder who has been a bona fide holder of securities for any period of time specified under TIA Section 3.10, fails to comply with Section 7.10 hereof, such Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s Issuers’ obligations under Section 7.7 7.07 hereof shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Indenture (Stonemor Partners Lp)
Replacement of Trustee. No resignation or removal of the Trustee and no appointment of a successor Trustee shall become effective until the acceptance of appointment by the successor Trustee pursuant to this Section. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior giving 90 days’ written notice thereof to the effective date of such resignationMaster Servicer, the Depositor, the Class 1-A5 Insurer, each Certificateholder and each Rating Agency. The Holders of a majority in aggregate principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer Depositor shall remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof9.09;
(2ii) the Trustee is adjudged bankrupt or insolvent;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer Depositor shall promptly appoint a successor Trustee that satisfies the eligibility requirements of Section 9.09. The resigning or removed Trustee agrees to cooperate with the Master Servicer and any successor Trustee in effecting the termination of the resigning or removed Trustee’s responsibilities and rights hereunder and shall promptly provide such successor Trustee all documents and records reasonably requested by it to enable it to assume the Trustee’s functions hereunder. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerDepositor. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this IndentureAgreement. The successor Trustee shall mail a notice of its succession to HoldersCertificateholders and the Class 1-A5 Insurer. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. If a successor Trustee does not take office within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Depositor or the Holders of at least 10.0% a majority in aggregate principal amount Outstanding Amount of the Notes Certificates may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.109.09, the Class 1-A5 Insurer or any Holder, who has been a bona fide Holder of a Note for at least six months, Certificateholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SECTION 7.08. The Trustee may resign at any time with respect to the Notes of one or more series by so notifying the Company and the Issuer in writing not less than and the Issuer at least 30 days prior to the effective date of such the proposed resignation. The Holders of a majority in aggregate principal amount of the outstanding Notes of such series may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the consent of the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall may remove the Trustee if:
: (1i) the Trustee fails to comply with Section 7.10 hereof;
is no longer eligible under SECTION 7.10; (2ii) the Trustee is adjudged a bankrupt or an insolvent;
; (3iii) a receiver or other public officer takes charge of the Trustee or its property; or
or (4iv) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by removed, or if a vacancy exists in the office of Trustee for any reason, with respect to the Notes of one or more series the Issuer shall promptly appoint a successor Trustee (it being understood that any such successor Trustee may be appointed with 72 respect to the Notes of one or by more or all of such series and at any time there shall be only one Trustee with respect to the Notes of any particular series). Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes and such Holders do not reasonably promptly of those series may appoint a successor Trustee as described in to replace the preceding paragraphsuccessor Trustee appointed by the Issuer. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this SECTION 7.08 within 30 days after the retiring Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint or the Holders of a majority in principal amount of the outstanding Notes of those series may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Immediately after the delivery of such written acceptance, subject to the lien provided in SECTION 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, (ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee with respect to the Notes of one or more series shall mail a notice of its succession to Holderseach Holder of those series. The retiring No successor Trustee shall, shall accept its appointment unless at the expense time of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. If a such acceptance such successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.0% in aggregate principal amount of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails with respect to the Notes of any series is no longer eligible under SECTION 7.10 or shall fail to comply with TIA Section 7.10310(b), any Holder, who has been a bona fide Holder of a Note for at least six months, Notes of such series who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this SECTION 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section with respect to the Notes of such series. The Issuer shall give notice of any resignation and any removal of the Trustee with respect to the Notes of any series and each appointment of a successor Trustee with respect to the Notes of any series to all Holders of Notes of such series. Each notice shall include the name of the successor Trustee with respect to the Notes of such series and the address of its Corporate Trust Office. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8SECTION 7.08, the Issuer’s obligations 's obligation under Section 7.7 SECTION 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Indenture (Stone Container Finance CO of Canada II)
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this SECTION 7.8. The Trustee may resign at any time and be discharged from the trust hereby created by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the removed Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldwriting. The Issuer shall may remove the Trustee if:
(1a) the Trustee fails to comply with Section SECTION 7.10 hereof;
(2b) the Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(3c) a receiver Custodian or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by or if a vacancy exists in the office of Trustee for any reason, the Issuer or by shall notify each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the all outstanding Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described in to replace the preceding paragraph, or if a vacancy exists in successor Trustee appointed by the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor TrusteeIssuer. Exhibit 4.1 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Promptly after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided in SECTION 7.7 hereof, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a deliver notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the all outstanding Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction jurisdiction, at the expense of the Company, for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10SECTION 7.10 hereof, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction jurisdiction, at the expense of the Company, for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section SECTION 7.8, the Issuer’s obligations under Section SECTION 7.7 hereof shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Indenture (Moog Inc.)
Replacement of Trustee. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article 7 shall become effective until the acceptance of appointment by the successor Trustee under this Section 7.8. The Trustee may resign at any time by so notifying the Issuer in writing not less than upon 30 days prior written notice to the effective date of such resignationCompany. The Holders of a majority in aggregate principal amount of the Notes Securities then outstanding may remove the Trustee by so notifying the removed Trustee and Company in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldwriting. The Issuer Company shall remove the Trustee if:
(1) the Trustee fails to comply with satisfy the provisions of Section 7.10 hereof7.10;
(2) the Trustee is adjudged bankrupt or insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or resigns, is removed by the Issuer Company or by the Holders of a majority in principal amount of the Notes Securities and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraphTrustee, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer Company shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerCompany. Thereupon Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to HoldersSecurityholders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien lien provided for in Section 7.7. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Company or the Holders of any Holder who has been a bona fide Holder for at least 10.0% in aggregate principal amount of the Notes six months may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10If, after written request by any Holder, Holder who has been a bona fide Holder of a Note for at least six months, the Trustee fails to satisfy the provisions of Section 7.10, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8Section, the Issuer’s Company's obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign at any time without giving any reason by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate outstanding principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to and the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldIssuers. The Issuer Issuers shall remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.11;
(2b) the Trustee is adjudged bankrupt or insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by removed, or if a vacancy exists in the Issuer or by office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described in to replace the preceding paragraphsuccessor Trustee appointed by the Issuers. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint Issuers or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, ; provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.77.07. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuers or the Holders of at least 10.025% in aggregate outstanding principal amount of the Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Issuers. Without prejudice to the right of the Issuers to appoint a successor Trustee or a successor Security Agent in accordance with the provisions of this Indenture, the retiring Trustee or Security Agent may appoint a successor Trustee or Security Agent at any time prior to the date on which a successor Trustee or Security Agent takes office. If the Trustee fails to comply with Section 7.107.11, any Holder, Holder who has been a bona fide Holder of a Note for at least six months, months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s Issuers’ and the Guarantors’ obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Replacement of Trustee. (a) The Trustee or any successor hereafter appointed may resign at any time by giving 30 days' prior notice of such resignation to the Issuer and be discharged from the trust hereby created by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee and the Company in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldwriting. The Issuer shall remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof7.10;
(2ii) the Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. .
(b) If the Trustee resigns or is has been removed by the Issuer or by the Holders, Holders of a majority in principal amount of the outstanding Notes and such Holders do not reasonably promptly may appoint a successor trustee. Otherwise, if the Trustee as described in the preceding paragraphresigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer Company shall promptly appoint a successor Trusteetrustee. A Within one year after the successor Trustee trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the successor trustee to replace it with another successor trustee appointed by the Company.
(c) The successor trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail send a notice of its succession to Holders, and include in the notice its name and address of the Corporate Trust Office of the Trustee. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trusteetrustee, subject to the Lien provided for in Section 7.7. 7.07.
(d) If a successor Trustee trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the Notes may petition, at the expense of the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. trustee.
(e) If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Notes may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. trustee with respect to the Notes.
(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.8Section, the Issuer’s 's obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.94
Appears in 1 contract
Samples: Indenture (Sibanye Stillwater LTD)
Replacement of Trustee. The Trustee may resign at any time upon 30 days notice by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignation. The Holders of a majority in aggregate principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof6.11;
(2ii) the Trustee is adjudged a bankrupt or insolvent;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring "Retiring Trustee"), the Issuer shall promptly appoint a successor Trustee. In addition, the Holders of a majority in Outstanding Amount of the Transition Bonds of all Series may remove the Trustee by so notifying the Issuer and the Trustee and may appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. No resignation or removal of the Trustee will become effective until the acceptance of the appointment by a successor Trustee. The successor Trustee shall mail a notice of its succession to HoldersTransition Bondholders. The retiring Retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. If a successor Trustee does not take office within 60 days after the retiring Retiring Trustee resigns or is removed, the retiring Trustee Retiring Trustee, the Issuer or the Holders of at least 10.0% a majority in aggregate principal amount Outstanding Amount of the Notes Transition Bonds of all Series may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.106.11, any Holder, who has been a bona fide Holder of a Note for at least six months, Transition Bondholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.86.08, the Issuer’s 's obligations under Section 7.7 6.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Retiring Trustee.
Appears in 1 contract
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer Company in writing not less than 30 days prior to the effective date of such resignationwriting. The Holder or Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the removed Company and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldwriting. The Issuer shall Company may remove the Trustee if:
(1) : the Trustee fails to comply with Section 7.10 hereof;
(2) 7.10; the Trustee is adjudged bankrupt or insolvent;
(3) ; a receiver receiver, Custodian, or other public officer takes charge of the Trustee or its property; or
(4) or the Trustee otherwise becomes incapable of acting. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of this Section 7.8. If the instrument of acceptance by a successor Trustee required by this Section 7.8 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer Company shall promptly appoint a successor Trustee. At any time within one year after a successor Trustee appointed by the Company takes office, the Holder or Holders of a majority in principal amount of then outstanding Notes may, with the Company's consent, appoint a successor Trustee to replace such successor Trustee as so appointed by the Company. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerCompany. Thereupon Immediately after that and provided that all sums owing to the retiring Trustee provided for in Section 7.7 have been paid, the retiring Trustee shall transfer all property held by it as trustee to the successor Trustee, subject to the lien provided in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Company or the any Holder or Holders of at least 10.010% in aggregate principal amount of the then outstanding Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder or Holders of a Note for at least six months, 10% in principal amount of then outstanding Notes may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Any successor Trustee shall comply with TIA Section 310(a)(5). Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s Company's obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Indenture (Mmi Products Inc)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than at least 30 days prior to the effective date of such resignationin advance. The Holders of a majority in aggregate principal amount of the Notes outstanding Securities may remove the Trustee by so notifying the removed Issuer and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only with the Issuersuccessor Trustee’s written consent, which consent will not be unreasonably withheldacceptance of appointment as provided in this Section 7.08. The Issuer shall may remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof;
(2) the Trustee is adjudged bankrupt or insolvent;
(32) a receiver or other public officer takes charge of the Trustee or its property; or
(43) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by or if a vacancy exists in the office of Trustee for any reason, the Issuer or by shall notify in writing each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly Securities may appoint a successor Trustee as described in to replace the preceding paragraph, or if a vacancy exists in successor Trustee appointed by the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor TrusteeIssuer. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee, at the reasonable expense of the Issuer subject to the lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Securityholder. If a successor Trustee does not take office within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the Notes outstanding Securities may petition, at the Issuer’s expense, petition any court of competent jurisdiction at the expense of the Issuer for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s obligations Obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Indenture (Scientific Games Corp)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer Issuers in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Issuers and the Trustee in writing not less than 30 days prior to from the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall Issuers may remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof7.10;
(2) the Trustee is adjudged a bankrupt or an insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by or if a vacancy exists in the Issuer or by office of Trustee for any reason, the Issuers shall notify each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described in to replace the preceding paragraph, or if a vacancy exists in successor Trustee appointed by the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor TrusteeIssuers. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to this Indenture all property held by it as Trustee to the successor Trustee under this Indenture, subject to the Lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holderseach Holder. The retiring Trustee shall, at shall have no liability or responsibility for the expense actions or inaction of the Issuer, promptly transfer all property held by it as Trustee to the any successor Trustee, subject to the Lien provided for in Section 7.7. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuers or the Holders of at least 10.010% in aggregate principal amount of the outstanding Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Issuers. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s Issuers’ obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Indenture (Warner Chilcott PLC)
Replacement of Trustee. The Trustee (in its capacities as Trustee, Collateral Agent and Slot Trustee) may resign at any time by so notifying the Issuer Company in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the Notes Securities Outstanding may remove the Trustee (in its capacities as Trustee, Collateral Agent and Slot Trustee) by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written Company's consent, which consent will shall not be unreasonably withheldrefused or delayed. The Issuer shall Company may remove the Trustee (in its capacities as Trustee, Collateral Agent and Slot Trustee) if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.10;
(2b) the Trustee is adjudged a bankrupt or an insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property;
(d) the Trustee becomes incapable of acting; or
(4e) no Default or Event of Default has occurred and is continuing and the Trustee otherwise becomes incapable of actingCompany determines in good faith to remove the Trustee. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Securities Outstanding may appoint a successor Trustee to replace the successor Trustee appointed by the Company. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerCompany. Thereupon Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holderseach Securityholder. The retiring Trustee shall, at the expense No resignation or removal of the Issuer, promptly transfer all property held by it as Trustee to the and no appointment of a successor Trustee, subject pursuant to this Article, shall become effective until the Lien provided for in acceptance of appointment by the successor Trustee under this Section 7.77.8. If a successor Trustee does not take office within 60 sixty (60) days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Company or the Holders of at least 10.0% ten percent (10%) in aggregate principal amount of the Notes Securities Outstanding may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Securities may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s Company's obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee which shall have no liability for any action or inaction of any successor Trusteeretain its claim pursuant to Section 7.7.
Appears in 1 contract
Replacement of Trustee. The Trustee and any Agent may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Issuer and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee trustee with the Issuer’s written consent. A resignation or removal of the Trustee or any Agent and appointment of a successor Trustee or Agent, which consent will not be unreasonably withheldas the case may be, shall become effective only upon the acceptance by the successor Trustee or the successor Agent, as the case may be, of appointment as provided in this section. The Issuer shall may remove the Trustee if:
(1) the Trustee fails is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to comply with Section 7.10 hereofthe Trustee under any Bankruptcy Law;
(2) the Trustee is adjudged bankrupt or insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(43) the Trustee otherwise becomes incapable of actingacting with respect to its duties hereunder. If the Trustee resigns or is removed by or if a vacancy exists in the office of Trustee for any reason, the Issuer or by shall notify each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes and such Holders do may, with the Issuer’s consent, appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. If the Issuer does not reasonably promptly appoint a successor Trustee as described Trustee, the Holders of a majority in the preceding paragraph, or if a vacancy exists in the office principal amount of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly then outstanding Notes may appoint a successor Trustee. A successor Trustee or successor Agent, as applicable, shall deliver a written acceptance of its appointment to the retiring Trustee or Agent, as applicable, and to the Issuer. Thereupon Thereupon, the resignation or removal of the retiring Trustee or Agent, as applicable, shall become effective, and the successor Trustee or Agent, as applicable, shall have all the rights, powers and duties of the Trustee or Agent, as applicable, under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The Promptly after that, -57- the retiring Trustee shallor Agent, at as applicable, shall transfer, after payment of all sums then owing to the expense of the IssuerTrustee or Agent, promptly transfer as applicable, pursuant to Section 7.7, all property held by it as Trustee or Agent, as applicable, to the successor TrusteeTrustee or Agent, as applicable, subject to the Lien provided for in Section 7.7. A successor Trustee or Agent, as applicable, shall mail notice of its succession to each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the then outstanding Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee and the Issuer shall have no liability for pay to any action replaced or inaction of any successor Trusteeremoved Trustee all amounts owed under Section 7.7 upon such replacement or removal.
Appears in 1 contract
Replacement of Trustee. (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.07.
(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the removed Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal writing, and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof;
(2i) the Trustee is adjudged bankrupt or insolvent, or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(3ii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iii) the Trustee otherwise becomes incapable of acting. .
(c) If the Trustee resigns or resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall reasonably promptly appoint a successor Trustee. Within one year after the date on which the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.
(d) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail send a notice of its succession to the Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. 7.06.
(e) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.010% in aggregate principal amount of the then outstanding Notes may petition, petition at the Issuer’s expense, expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. .
(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.8Section, the Issuer’s 's obligations under Section 7.7 7.06 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Indenture (Kronos Worldwide Inc)
Replacement of Trustee. (a) The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior written notice to the effective date of such resignationIssuer and the Company. The Holders of a majority in aggregate principal amount of the Notes Outstanding Securities may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior written notice to the effective date of such removal Trustee and the Issuer may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof7.09;
(2ii) the Trustee is adjudged bankrupt or insolvent;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; oror hereunder.
(4iv) the Trustee otherwise becomes incapable of acting. acting as Trustee
(b) In addition, the Issuer may remove the Trustee at any time for any reason to the extent the Issuer has given the Trustee at least 30 days' written notice and as long as no Default or Event of Default has occurred and is continuing.
(c) A resignation or removal of the Trustee and appointment of a successor trustee shall become effective only upon the successor trustee's acceptance of appointment as provided in this Section 7.07.
(d) If the Trustee resigns or is has been removed by the Issuer or by the Holders, Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly Securities may appoint a successor trustee with the consent of the Issuer. Otherwise, if the Trustee as described in the preceding paragraphresigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer shall promptly appoint a successor Trustee. A successor trustee; provided, however, that in case of a bankruptcy of the Issuer, the resigning Trustee shall have the right to appoint a successor trustee within 10 Business Days after giving of such notice of resignation if the Issuer has not already appointed a successor trustee. If the successor trustee does not deliver its written acceptance within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the holders of a majority in principal amount of the Outstanding Securities may appoint a successor trustee or may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor trustee.
(e) Upon delivery by the successor trustee of a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon , (i) the retiring Trustee shall, upon payment of its charges, transfer all property held by it as Trustee to the successor trustee, (ii) the resignation or removal of the retiring Trustee shall become effective, and (iii) the successor Trustee trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The Upon request of any successor Trustee trustee, the Issuer shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer execute any and all property held by it as Trustee instruments for fully vesting in and confirming to the successor Trusteetrustee all such rights, subject to the Lien provided for in Section 7.7powers and trusts. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders The Issuer shall give notice of at least 10.0% in aggregate principal amount any resignation and any removal of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the Trustee and each appointment of a successor Trustee. trustee to all Holders, and include in the notice the name of the successor trustee and the address of its Corporate Trust Office.
(f) If the Trustee fails to comply with Section 7.107.09, any Holder, who has been a bona fide Holder of a Note for at least six months, Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a another successor Trustee. .
(g) Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.07, the Issuer’s 's obligations under Section 7.7 7.06 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Indenture
Replacement of Trustee. (a) The Trustee may resign at any time by so notifying the Issuer Company in writing not less than 30 days prior to the effective date of such resignationwriting. The Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding Securities may remove the Trustee by so notifying the removed Company and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldwriting. The Issuer shall Company, by Board of Directors resolution, may remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof7.10;
(2ii) the Trustee is adjudged bankrupt or insolventinsolvent or an order for relief is entered with respect to the Trustee under any bankruptcy law;
(3iii) a receiver receiver, Custodian, or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. .
(b) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of this Section 7.8.
(c) If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holder or Holders of a majority in principal amount of then outstanding Securities may, with the Company's consent, appoint a successor Trustee to replace the successor Trustee appointed by the Company.
(d) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerCompany. Thereupon Immediately upon delivery of such notice and provided that all sums owing to the retiring Trustee provided for in Section 7.7 have been paid, the retiring Trustee shall transfer all property held by it as trustee to the successor Trustee, subject to the lien provided in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. each Holder.
(e) If a successor Trustee does not take office within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Company or the Holder or Holders of at least 10.010% in aggregate principal amount of the Notes may petitionthen outstanding Securities may, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. .
(f) If the Trustee Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, any Holder, who has been a bona fide such Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. .
(g) Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s Company's obligations under Section 7.7 shall continue indefinitely for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than at least 30 days prior to the effective date of such resignationin advance. The Holders of a majority in aggregate principal amount of the Notes outstanding Securities may remove the Trustee by so notifying the removed Issuer and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only with the Issuersuccessor Trustee’s written consent, which consent will not be unreasonably withheldacceptance of appointment as provided in this Section 7.08. The Issuer shall may remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof;
(2) the Trustee is adjudged bankrupt or insolvent;
(32) a receiver or other public officer takes charge of the Trustee or its property; or
(43) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by or if a vacancy exists in the office of Trustee for any reason, the Issuer or by shall notify in writing each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly Securities may appoint a successor Trustee as described in to replace the preceding paragraph, or if a vacancy exists in successor Trustee appointed by the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor TrusteeIssuer. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee, at the reasonable expense of the Issuer subject to the lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Securityholder. If a successor Trustee Txxxxxx does not take office within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.010% in aggregate principal amount of the Notes outstanding Securities may petition, at the Issuer’s expense, petition any court of competent jurisdiction at the expense of the Issuer for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s obligations Obligations under Section 7.7 7.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Indenture (Light & Wonder, Inc.)
Replacement of Trustee. (a) A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.
(b) The Trustee may resign at any time by so notifying the Issuer in writing not less than at least 30 days prior to the effective date of such the proposed resignation. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the consent of the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall may at any time remove the Trustee if:by Company Order given at least 30 days prior to the date of the proposed removal.
(1c) the Trustee fails to comply with Section 7.10 hereof;
(2) the Trustee is adjudged bankrupt or insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by removed, or if a vacancy exists in the office of Trustee for any reason, the Issuer or by shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described in to replace the preceding paragraphsuccessor Trustee appointed by the Issuer. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, or if a vacancy exists in the office retiring Trustee (at the expense of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring TrusteeIssuer), the Issuer shall promptly appoint or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. .
(d) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon , immediately after the delivery of such written acceptance, subject to the lien provided in Section 7.07 hereof, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, (ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.0% in aggregate principal amount of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. each Holder.
(e) If the Trustee fails to comply with is no longer eligible under Section 7.107.10 hereof, any Holder, Holder who has been a bona fide Holder satisfies the requirements of a Note for at least six months, TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.
(f) The Issuer shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.
(g) Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s obligations obligation under Section 7.7 7.07 hereof shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Indenture (Kansas City Southern)
Replacement of Trustee. (a) The Trustee or the Collateral Agent may resign at any time by so notifying the Issuer Company, in writing not less than writing, at least 30 days prior to the effective date of such proposed resignation. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the removed Trustee Trustee, in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldwriting. The Issuer shall Company may remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 7.09 hereof;
(2ii) the Trustee is adjudged bankrupt or insolvent;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. .
(b) If the Trustee resigns or resigns, is removed by the Issuer Company or by the Holders of a majority in aggregate principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraphthen outstanding, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall Company will promptly appoint a successor Trustee. .
(c) A successor Trustee shall will deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerCompany. Thereupon Thereupon, the resignation or removal of the retiring Trustee shall will become effective, and the successor Trustee shall will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail will send a notice of its succession to Holders. The retiring Trustee shallwill, at upon payment of all of its costs and the expense costs of the Issuerits agents and counsel, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien lien provided for in Section 7.7. 7.06 hereof.
(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Company or the Holders of at least 10.010% in of the aggregate principal amount of the Notes then outstanding may petition, at the Issuer’s expenseexpense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. .
(e) If the Trustee Trustee, after written request by any Holder, fails to comply with Section 7.107.09 hereof, any Holder, who has been a bona fide such Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. .
(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.07, the IssuerCompany’s obligations under Section 7.7 shall 7.06 hereof will continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Indenture (Layne Christensen Co)
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.08. The Trustee may resign at any time by so notifying the Issuer in writing not less than at least 30 days prior to the effective date of such the proposed resignation. The Holders of a majority in aggregate principal amount of the Notes outstanding Securities may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the consent of the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall may at any time remove the Trustee Trustee, by Company Order given at least 30 days prior to the date of the proposed removal if:
: (1i) the Trustee fails to comply with is no longer eligible under Section 7.10 hereof;
7.10; (2ii) the Trustee is adjudged a bankrupt or an insolvent;
; (3iii) a receiver or other public officer takes charge of the Trustee or its property; or
or (4iv) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by removed, or if a vacancy exists in the office of Trustee for any reason, the Issuer or by shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly outstanding Securities may appoint a successor Trustee as described in to replace the preceding paragraphsuccessor Trustee appointed by the Issuer. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint or the Holders of a majority in principal amount of the outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Immediately after the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, (ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.0% in aggregate principal amount of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trusteeeach Holder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Holder, Holder who has been a bona fide Holder satisfies the requirements of a Note for at least six months, TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. The Issuer shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.08, the Issuer’s 's obligations under Section 7.7 7.07 shall continue indefinitely for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Replacement of Trustee. (a) The Trustee may resign at any time upon thirty (30) days' prior written notice by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate principal amount of the Notes Issuer may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days with or without cause at any time, with prior notice to the effective date of such removal Rating Agencies, upon thirty (30) days' prior written notice, and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof6.11;
(2ii) the Trustee is adjudged bankrupt or insolvent;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. .
(b) If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring "Retiring Trustee"), the Issuer shall promptly appoint a successor Trustee. .
(c) In addition, the Holders of a majority in Outstanding Amount of the Securitization Bonds of all Series may remove the Trustee by so notifying the Issuer and the Trustee and such Holders may appoint a successor Trustee.
(d) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. No resignation or removal of the Trustee shall become effective until the acceptance of the appointment by a successor Trustee. The successor Trustee shall mail a notice of its succession to HoldersSecuritization Bondholders. The retiring Retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. .
(e) If a successor Trustee does not take office within 60 sixty (60) days after the retiring Retiring Trustee resigns or is removed, the retiring Trustee Retiring Trustee, the Issuer or the Holders of at least 10.0% a majority in aggregate principal amount Outstanding Amount of the Notes Securitization Bonds of all Series may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. .
(f) If the Trustee fails to comply with Section 7.106.11, any Holder, who has been a bona fide Holder of a Note for at least six months, Securitization Bondholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. .
(g) Notwithstanding the replacement of the Trustee pursuant to this Section 7.86.08, the Issuer’s 's obligations under Section 7.7 6.07 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Retiring Trustee.
Appears in 1 contract
Samples: Indenture (Detroit Edison Securitization Funding LLC)
Replacement of Trustee. No resignation or removal of the Trustee and no appointment of a successor Trustee shall become effective until the acceptance of appointment by the successor Trustee pursuant to this Section. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior giving 45 days’ written notice thereof to the effective date of such resignationTrust Depositor and the Holder. The Holders of a majority in aggregate principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer Trust Depositor shall remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof5.09;
(2ii) the Trustee is adjudged bankrupt or insolvent;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer Trust Depositor shall promptly appoint a successor Trustee that satisfies the eligibility requirements of Section 5.09, and is acceptable to the Holder. The resigning or removed Trustee agrees to cooperate with any successor trustee in effecting the termination of the resigning or removed Trustee’s responsibilities and rights hereunder and shall promptly provide such successor trustee all documents and records reasonably requested by it to enable it to assume the Trustee’s functions hereunder. A successor Trustee trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerTrust Depositor. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee trustee shall have all the rights, powers and duties of the Trustee under this IndentureAgreement. The successor Trustee trustee shall mail a notice of its succession to Holdersthe Holder. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7trustee. If a successor Trustee trustee does not take office within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Trust Depositor or the Holders of at least 10.0% in aggregate principal amount of the Notes Holder may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trusteetrustee. If the Trustee fails to comply with Section 7.105.09, any Holder, who has been a bona fide the Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trusteetrustee. Notwithstanding The Trustee shall not be relieved of its obligation to pay FHA mortgage insurance premiums with respect to the replacement FHA Mortgage Loans until the notice required by 24 C.F.R. § 203.431 of the Trustee pursuant FHA Regulations, identifying the successor trustee as the mortgagee of record, has been received by HUD. Pursuant to this Section 7.8the terms of the related Servicing Agreement, the Issuer’s obligations under Section 7.7 related Servicer shall continue for the benefit make all required payments of mortgage insurance premiums to HUD on behalf of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Bayview Mortgage Capital, Inc.)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignation. The Holders of a majority in aggregate principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof;
(2) the Trustee is adjudged bankrupt or insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the No resignation or removal of the retiring Trustee and no appointment of a successor Trustee pursuant to this Section 13.6 shall become effective, and effective until the acceptance of appointment by the successor Trustee under Section 13.7. The Trustee may resign its trust, and be discharged from all duties and liabilities arising hereunder after the date that a successor trustee has been appointed, by giving to the Issuer two months’ notice in writing or such shorter notice as the Issuer may accept as sufficient. The Noteholders, by Extraordinary Resolution, shall have the power at any time to remove the Trustee and appoint a new Trustee, provided that the engagement of such new Trustee is on terms no less favourable to the Issuer than the terms under the then current engagement of the removed Trustee and such new Trustee shall be bound by and subject to the terms of this Trust Indenture and all Supplemental Indentures. The Issuer may remove the rights, powers and duties Trustee on two months’ notice in writing to the Trustee or on such shorter notice as the Trustee may accept as sufficient. In the event of the Trustee resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Issuer shall forthwith appoint a new trustee unless a new Trustee has already been appointed by Noteholders; failing such appointment by the Issuer, the retiring Trustee, at the Issuer’ expense, or any of the Noteholders may apply to any court of competent jurisdiction on such notice as such court may direct, for the appointment of a new trustee. Any new trustee appointed under any provision of this Section 13.6 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario and every other jurisdiction where such authorization is necessary to enable it to act as Trustee hereunder. On any new appointment the new trustee shall be vested with the same property powers, rights, duties and responsibilities as if it had been originally named herein as Trustee without any further assurance, conveyance, act or deed provided, however, that the new Trustee will assume no liabilities relating to acts or omissions of any prior Trustee or otherwise under this IndentureIndenture prior to the date of appointment of the new Trustee. The successor Trustee For greater certainty, there shall mail a notice of its succession to Holders. The retiring Trustee shall, be immediately executed at the expense of the Issuer, promptly transfer all property held by it such conveyances or other instruments as Trustee may, in the opinion of Counsel, be necessary or advisable for the purpose of assuring the same to the successor Trustee, subject to the Lien provided for in Section 7.7. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.0% in aggregate principal amount of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trusteenew trustee.
Appears in 1 contract
Samples: Trust Indenture (Tim Hortons Inc.)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate principal amount of the Notes Securities may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior and paying to the effective date removed Trustee all fees, costs and other expenses (including indemnification payments and reimbursements of such removal Advances (if any) owed to the Trustee hereunder) and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall may remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10 hereof7.10;
(2) the Trustee is adjudged a bankrupt or insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (reason, then, unless the Holders of Securities have appointed a successor Trustee in such event being referred to herein as the retiring Trustee)provided above, the Issuer shall promptly appoint a successor Trustee. The Issuer will provide to the successor Trustee written confirmation from each of the Rating Agencies that the appointment of such successor Trustee will not, in and of itself, cause the withdrawal, downgrade or requalification of the then current rating of the First Mortgage Bonds or (after the Permitted Merger Date) the unsecured debt of MAALP. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Immediately after receiving such acceptance, the retiring Trustee shall, upon the payment of all fees, costs and expenses (including indemnification payments and reimbursement of Advances), if any, owed to it hereunder, transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.07, the resignation or removal of the retiring Trustee shall then become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense each Holder of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7Securities. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.0% a majority in aggregate principal amount of the Notes Securities may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Securities may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Restated Supplemental Indenture (Mid America Capital Partners L P)
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.06. The Trustee may resign at any time without giving any reason by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuers. The Holders of a majority in aggregate outstanding principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to and the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldIssuers. The Issuer Issuers shall remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof7.09;
(2b) the Trustee is adjudged bankrupt or insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by removed, or if a vacancy exists in the Issuer or by office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described in to replace the preceding paragraphsuccessor Trustee appointed by the Issuers. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.06 within 30 days after the retiring Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint Issuers or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Issuers, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, ; provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.77.05. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuers or the Holders of at least 10.030% in aggregate outstanding principal amount of the Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Issuers. Without prejudice to the right of the Issuers to appoint a successor Trustee in accordance with the provisions of this Indenture, the retiring Trustee may appoint a successor Trustee at any time prior to the date on which a successor Trustee takes office. If the Trustee fails to comply with Section 7.107.09, any Holder, Holder who has been a bona fide Holder of a Note for at least six months, months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.87.06, the Issuer’s Issuers’ and the Guarantors’ obligations under Section 7.7 7.05 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Indenture (Ardagh Group S.A.)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer Issuers and the Guarantors in writing not less than at least 30 days prior to the effective date of such resignationthe proposed resigna tion. The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Issuers and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall Issuers may remove the Trustee if:
(1A) the Trustee fails to comply with Section 7.10 hereof7.10;
(2B) the Trustee is adjudged bankrupt or insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(3C) a receiver Custodian or other public officer takes charge of the Trustee or its property; or
(4D) the Trustee otherwise becomes incapable of acting. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's accep tance of appointment as provided in this Section 7.8. If the Trustee resigns or is removed by as Trustee or if a vacancy exists in the Issuer or by office of Trustee for any reason, the Issuers shall notify each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly may appoint a successor Trustee as described in to replace the preceding paragraph, or if a vacancy exists in successor Trustee appointed by the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor TrusteeIssuers. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the IssuerIssuers. Thereupon Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuers or the Holders of at least 10.010% in aggregate principal amount of the then outstanding Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s Issuers' obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 6.06. The Trustee may resign at any time without giving a reason by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationIssuer. The Holders of a majority in aggregate outstanding principal amount of the outstanding Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if:
(1a) the Trustee fails to comply with Section 7.10 hereof6.08;
(2b) the Trustee is adjudged bankrupt or insolvent;
(3c) a receiver or other public officer takes charge of the Trustee or its property; or
(4d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraphremoved, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 6.06 within 30 days after the retiring Trustee or is removed, the retiring Trustee, the Issuer or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, shall promptly transfer all property held by it as Trustee to the successor Trustee, ; provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.76.05. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee Trustee, the Issuer or the Holders of at least 10.025% in aggregate outstanding principal amount of the Notes may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Issuer. The retiring Trustee may appoint a successor Trustee at any time prior to the date on which a successor Trustee takes office; provided that such appointment shall be reasonably satisfactory to the Issuer. If the Trustee fails to comply with Section 7.106.08, any Holder, Holder who has been a bona fide Holder satisfies the requirements of a Note for at least six months, Section 310(b) of the Trust Indenture Act may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.86.06, the Issuer’s obligations under Section 7.7 6.05 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Indenture (TIG Midco LTD)
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignationwriting. The Holders of a majority in aggregate principal amount at maturity of the Notes outstanding Securities may remove the Trustee by so notifying the removed Issuer and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheldTrustee. The Issuer shall may remove the Trustee if:
(1i) the Trustee fails to comply with Section 7.10 hereof7.10;
(2ii) the Trustee is adjudged bankrupt or insolvent;
(3iii) a receiver or other public officer takes charge of the Trustee or its property; or
(4iv) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee)reason, the Issuer shall notify each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount at maturity of the Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.7, all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.7, the resignation -93- or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The A successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7each Securityholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee at the Issuer's expense, the Issuer or the Holders of at least 10.010% in aggregate principal amount at maturity of the Notes outstanding Securities may petition, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s 's and the Guarantors' obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.
Appears in 1 contract
Samples: Indenture (Salt Holdings Corp)
