Common use of Resignation and Removal of Indenture Trustee Clause in Contracts

Resignation and Removal of Indenture Trustee. The Indenture Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Issuer, the Manager, the Administrative Agent, each Interest Rate Hedge Provider and the Noteholders. The Indenture Trustee may also be removed by the Issuer for any reason so long as no Default or Event of Default is occurring, provided that the Manager and the Requisite Global Majority agree to such removal, and such removal will not be effective until upon the acceptance by a successor Indenture Trustee of its appointment in accordance with the terms herein. Upon receiving such notice of resignation, the Issuer at the direction and subject to the consent of the Requisite Global Majority shall promptly appoint a successor Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee, the Administrative Agent, each Interest Rate Hedge Provider and one copy to the successor Indenture Trustee. If no successor Indenture Trustee shall have been so appointed by the Issuer or the proposed successor Indenture Trustee has not accepted its appointment within thirty (30) days after the giving of such notice of resignation or removal, the Requisite Global Majority may appoint a successor trustee or, if it does not do so within thirty (30) days thereafter, the resigning Indenture Trustee, with the consent of the Administrative Agent, may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Indenture Trustee, which successor trustee shall meet the eligibility standards set forth in Section 906. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 906 hereof and shall fail to resign after written request therefor by the Issuer at the direction of the Requisite Global Majority or the Administrative Agent, or if at any time the Indenture Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Issuer at the direction of the Requisite Global Majority shall remove the Indenture Trustee and appoint a successor Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor Indenture Trustee. Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor Indenture Trustee as provided in Section 908 hereof.

Appears in 1 contract

Samples: Intercreditor Collateral Agreement (CAI International, Inc.)

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Resignation and Removal of Indenture Trustee. The Indenture Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Issuer, the ManagerServicer, the Administrative Agent, each Interest Rate Hedge Provider Agent and the Noteholders. The Indenture Trustee may also be removed by the Issuer for any reason so long as no Default or Event of Default is occurring, provided that the Manager and the Requisite Global Majority agree to such removal, and such removal will not be effective until upon the acceptance by a successor Indenture Trustee of its appointment in accordance with the terms herein. Upon receiving such notice of resignation, the Issuer at the direction and subject to the consent of the Requisite Global Majority shall promptly appoint a successor Indenture Trustee trustee (which shall be reasonably acceptable to the Global Requisite Majority) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee, the Administrative Agent, each Currency Hedge Counterparty and each Interest Rate Hedge Provider Counterparty and one copy to the successor Indenture Trustee. If no successor Indenture Trustee shall have been so appointed by the Issuer or the proposed successor Indenture Trustee has not and have accepted its appointment within thirty (30) 30 days after the giving of such notice of resignation or removalresignation, the Global Requisite Global Majority may appoint a successor trustee or, if it does not do so within thirty (30) days thereafter, the resigning Indenture Trustee, with the consent of the Administrative Agent, Trustee may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Indenture Trusteetrustee, which successor trustee shall meet the eligibility standards set forth in Section 9069.06 hereof. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 906 9.06 hereof and shall fail to resign after written request therefor by the Issuer at Issuer, the direction of the Requisite Global Majority Servicer or the Administrative AgentGlobal Requisite Majority, or if at any time the Indenture Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Issuer may, and at the direction of the Global Requisite Global Majority shall shall, remove the Indenture Trustee and appoint a successor Indenture Trustee reasonably acceptable to the Global Requisite Majority by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor Indenture Trustee. The Indenture Trustee may be removed at any time, with or without cause, at the direction of the Global Requisite Majority. Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor Indenture Trustee trustee as provided in Section 908 9.08 hereof. The Indenture Trustee agrees to instruct any co-trustee to the extent necessary to fulfill the Indenture Trustee’s obligations hereunder.

Appears in 1 contract

Samples: Servicing Agreement (Seacastle Inc.)

Resignation and Removal of Indenture Trustee. The Indenture Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Issuer, the Manager, the Administrative Agent, each Interest Rate Hedge Provider and the Noteholders. The Indenture Trustee may also be removed by the Issuer for any reason so long as no Default or Event of Default is occurring, provided that the Manager and the Requisite Global Majority agree to such removal, and such removal will not be effective until upon the acceptance by a successor Indenture Trustee of its appointment in accordance with the terms herein. Upon receiving such notice of resignation, the Issuer at the direction and subject to the consent of the Requisite Global Majority shall promptly appoint a successor Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee, the Administrative Agent, each Interest Rate Hedge Provider and one copy to the successor Indenture Trustee. If no successor Indenture Trustee shall have been so appointed by the Issuer or the proposed successor Indenture Trustee has not accepted its appointment within thirty (30) days after the giving of such notice of resignation or removal, the Requisite Global Majority may appoint a successor trustee or, if it does not do so within thirty (30) days thereafter, the resigning Indenture Trustee, with the consent of the Administrative Agent, may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Indenture Trustee, which successor trustee shall meet the eligibility standards set forth in Section 906. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 906 hereof and shall fail to resign after written request therefor by the Issuer at the direction of the Requisite Global Majority or the Administrative Agent, or if at any time the Indenture Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Issuer at the direction of the Requisite Global Majority shall remove the Indenture Trustee and appoint a successor Indenture Trustee within sixty (60) days thereafter by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor Indenture Trustee. Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor Indenture Trustee as provided in Section 908 hereof.

Appears in 1 contract

Samples: Intercreditor Collateral Agreement (CAI International, Inc.)

Resignation and Removal of Indenture Trustee. Appointment of ------------------------------------------------------------ Successor. (a) The Indenture Trustee or any successor thereto may resign at any --------- time without cause by giving at least 30 days' prior written notice to the Owner Trustee, the Owner Participant, the Lessee and each Holder, such resignation to be effective upon the acceptance of the trusteeship by a successor Indenture Trustee. In addition, the Lessee, the Majority in Interest of Holders or the Owner Trustee (with the consent of the Lessee and the Majority in Interest of Holders) may at any time resign and be discharged from remove the trusts hereby created Indenture Trustee without cause by giving written notice thereof an instrument in writing delivered to the IssuerLessee, the ManagerOwner Trustee, the Administrative AgentOwner Participant, each Interest Rate Hedge Provider and the Noteholders. The Indenture Trustee, and the Indenture Trustee may also be removed by the Issuer for any reason so long as no Default or Event shall promptly notify each Holder thereof of Default is occurringsuch action in writing, provided that the Manager and the Requisite Global Majority agree to such removal, and such removal will not to be effective until upon the acceptance of the trusteeship by a successor Indenture Trustee Trustee. In the case of its appointment in accordance with the terms herein. Upon receiving such notice resignation or removal of resignationthe Indenture Trustee, the Issuer at Majority in Interest of Holders (based on the direction and subject to recommendation of the Lessee) or the Owner Trustee (with the consent of the Requisite Global Lessee and the Majority shall promptly in Interest of Holders), may appoint a successor Indenture Trustee by written instrument, in duplicate, one copy of which an instrument shall be delivered to the resigning Indenture Trustee, the Administrative Agent, each Interest Rate Hedge Provider and one copy to the successor Indenture Trusteesigned by such Holders. If no a successor Indenture Trustee shall not have been so appointed by the Issuer or the proposed successor Indenture Trustee has not accepted its appointment within thirty (30) 30 days after the giving of such notice of resignation or removal, the Requisite Global Majority may appoint a successor trustee or, if it does not do so within thirty (30) days thereafter, the resigning Indenture Trustee, with the consent of Owner Trustee, the Administrative AgentLessee, the Owner Participant, or any Holder may petition at the expense of the Issuer apply to any court of competent jurisdiction for the appointment of a successor Indenture Trustee, which successor trustee shall meet the eligibility standards set forth in Section 906. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 906 hereof and shall fail to resign after written request therefor by the Issuer at the direction of the Requisite Global Majority or the Administrative Agent, or if at any time the Indenture Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Issuer at the direction of the Requisite Global Majority shall remove the Indenture Trustee and appoint a successor Indenture Trustee by written instrumentto act until such time, in duplicateif any, one copy of which instrument as a successor shall be delivered to the have been appointed as provided above. The successor Indenture Trustee so removed appointed by such court shall immediately and one copy to the successor Indenture Trustee. Any resignation or removal of the Indenture Trustee and appointment of a without further act be superseded by any successor Indenture Trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor Indenture Trustee appointed as provided in Section 908 hereofabove.

Appears in 1 contract

Samples: Note Purchase Agreement (Midway Airlines Corp)

Resignation and Removal of Indenture Trustee. Appointment --------------------------------------------------------- of Successor. (a) The Indenture Trustee or any successor thereto may resign at ------------ any time without cause by giving at least 30 days' prior written notice to the Owner Trustee, the Owner Participant, the Lessee and each Holder, such resignation to be effective upon the acceptance of the trusteeship by a successor Indenture Trustee. In addition, a Majority in Interest of Certificate Holders, or the Owner Trustee, with the consent of the Lessee (so long as no Lease Default is then continuing) and a Majority in Interest of Certificate Holders, may at any time resign and be discharged from remove the trusts hereby created Inde nture Trusteewithout cause by giving written notice thereof an instrument in writing delivered to the IssuerLessee, the ManagerOwner Trustee, the Administrative AgentOwner Participant, each Interest Rate Hedge Provider and the Noteholders. The Indenture Trustee, and the Indenture Trustee may also shall promptly notify each Holder thereof in writing, such removal to be removed effective upon the acceptance of the trusteeship by a successor Indenture Trustee. In the Issuer for any reason case of the resignation or removal of the Indenture Trustee, a Majority in Interest of Certificate Holders, or the Owner Trustee, with the consent of the Lessee (so long as no Default or Event of Lease Default is occurring, provided that the Manager then continuing) and the Requisite Global a Majority agree to such removal, and such removal will not be effective until upon the acceptance by a successor Indenture Trustee in Interest of its appointment in accordance with the terms herein. Upon receiving such notice of resignation, the Issuer at the direction and subject to the consent of the Requisite Global Majority shall promptly Certificate Holders may appoint a successor Indenture Trustee by written instrument, in duplicate, one copy of which an instrument shall be delivered to the resigning Indenture Trustee, the Administrative Agent, each Interest Rate Hedge Provider and one copy to the successor Indenture Trusteesigned by such Holders. If no a successor Indenture Trustee shall not have been so appointed by the Issuer or the proposed successor Indenture Trustee has not accepted its appointment within thirty (30) 90 days after the giving of such notice of resignation or removal, the Requisite Global Majority may appoint a successor trustee or, if it does not do so within thirty (30) days thereafter, the resigning Indenture Trustee, with the consent of Owner Trustee, the Administrative AgentLessee, the Owner Participant, or any Holder may petition at the expense of the Issuer apply to any court of competent jurisdiction for the appointment of a successor Indenture Trustee, which successor trustee shall meet the eligibility standards set forth in Section 906. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 906 hereof and shall fail to resign after written request therefor by the Issuer at the direction of the Requisite Global Majority or the Administrative Agent, or if at any time the Indenture Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Issuer at the direction of the Requisite Global Majority shall remove the Indenture Trustee and appoint a successor Indenture Trustee by written instrumentto act until such time, in duplicateif any, one copy of which instrument as a successor shall be delivered to the have been appointed as provided above. The successor Indenture Trustee so removed appointed by such court shall immediately and one copy to the successor Indenture Trustee. Any resignation or removal of the Indenture Trustee and appointment of a without further act be superseded by any successor Indenture Trustee pursuant to any appointed as provided above within one year from the date of the provisions of this Section shall become effective upon acceptance of appointment by the successor Indenture Trustee as provided in Section 908 hereofsuch court.

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (Delta Air Lines Inc /De/)

Resignation and Removal of Indenture Trustee. Appointment of Successor. (a) The Indenture Trustee or any successor thereto may ------------------------ resign at any time without cause by giving at least 30 days' prior written notice to the Owner Trustee, the Owner Participant, the Lessee and each Holder, such resignation to be effective upon the acceptance of the trusteeship by a successor Indenture Trustee. In addition, the Lessee, the Majority in Interest of Holders or the Owner Trustee (with the consent of the Lessee and the Majority in Interest of Holders) may at any time resign and be discharged from remove the trusts hereby created Indenture Trustee without cause by giving written notice thereof an instrument in writing delivered to the IssuerLessee, the ManagerOwner Trustee, the Administrative AgentOwner Participant, each Interest Rate Hedge Provider and the Noteholders. The Indenture Trustee, and the Indenture Trustee may also be removed by the Issuer for any reason so long as no Default or Event shall promptly notify each Holder thereof of Default is occurringsuch action in writing, provided that the Manager and the Requisite Global Majority agree to such removal, and such removal will not to be effective until upon the acceptance of the trusteeship by a successor Indenture Trustee Trustee. In the case of its appointment in accordance with the terms herein. Upon receiving such notice resignation or removal of resignationthe Indenture Trustee, the Issuer at Majority in Interest of Holders (based on the direction and subject to recommendation of the Lessee) or the Owner Trustee (with the consent of the Requisite Global Lessee and the Majority shall promptly in Interest of Holders), may appoint a successor Indenture Trustee by written instrument, in duplicate, one copy of which an instrument shall be delivered to the resigning Indenture Trustee, the Administrative Agent, each Interest Rate Hedge Provider and one copy to the successor Indenture Trusteesigned by such Holders. If no a successor Indenture Trustee shall not have been so appointed by the Issuer or the proposed successor Indenture Trustee has not accepted its appointment within thirty (30) 30 days after the giving of such notice of resignation or removal, the Requisite Global Majority may appoint a successor trustee or, if it does not do so within thirty (30) days thereafter, the resigning Indenture Trustee, with the consent of Owner Trustee, the Administrative AgentLessee, the Owner Participant, or any Holder may petition at the expense of the Issuer apply to any court of competent jurisdiction for the appointment of a successor Indenture Trustee, which successor trustee shall meet the eligibility standards set forth in Section 906. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 906 hereof and shall fail to resign after written request therefor by the Issuer at the direction of the Requisite Global Majority or the Administrative Agent, or if at any time the Indenture Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Issuer at the direction of the Requisite Global Majority shall remove the Indenture Trustee and appoint a successor Indenture Trustee by written instrumentto act until such time, in duplicateif any, one copy of which instrument as a successor shall be delivered to the have been appointed as provided above. The successor Indenture Trustee so removed appointed by such court shall immediately and one copy to the successor Indenture Trustee. Any resignation or removal of the Indenture Trustee and appointment of a without further act be superseded by any successor Indenture Trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor Indenture Trustee appointed as provided in Section 908 hereofabove.

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (Midway Airlines Corp)

Resignation and Removal of Indenture Trustee. The Indenture Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Issuer, the Manager, the Administrative Agent, each Series Enhancer, each Interest Rate Hedge Provider and the Noteholders. The Indenture Trustee may also be removed by the Issuer for any reason so long as no Default or Event of Default is occurring, provided that the Manager and the Requisite Global Majority agree to such removal, and such removal will not be effective until upon the acceptance by a successor Indenture Trustee of its appointment in accordance with the terms herein. Upon receiving such notice of resignation, the Issuer at the direction and subject to the consent of the Requisite Global Majority shall promptly appoint a successor Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee, the Administrative Agent, each Series Enhancer, each Interest Rate Hedge Provider and one copy to the successor Indenture Trustee. In addition, the Issuer may, with the consent of the Requisite Global Majority, upon prior written notice to the Indenture Trustee, remove the Indenture Trustee and appoint a successor Indenture Trustee by written instrument. If no successor Indenture Trustee shall have been so appointed by the Issuer or the proposed successor Indenture Trustee has not accepted its appointment within thirty fifteen (3015) days after the giving of such notice of resignation or removal, the Requisite Global Majority may appoint a successor trustee or, if it does not do so within thirty fifteen (3015) days thereafter, the resigning Indenture Trustee, with the consent of the Administrative AgentAgent and each Series Enhancer, may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Indenture Trustee, which successor trustee shall meet the eligibility standards set forth in Section 906. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 906 hereof and shall fail to resign after written request therefor by the Issuer at the direction of the Requisite Global Majority Majority, any Series Enhancer or the Administrative Agent, or if at any time the Indenture Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Issuer at the direction of the Requisite Global Majority shall remove the Indenture Trustee for cause and appoint a successor Indenture Trustee with prior notice by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor Indenture Trustee. If no successor Indenture Trustee shall have been so appointed and have accepted appointment within 30 days after such resignation or removal, the Requisite Global Majority may appoint a successor Indenture Trustee or, if it does not do so within 30 days after such resignation or removal, the departing Indenture Trustee may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Indenture Trustee. Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor Indenture Trustee as provided in Section 908 hereof.

Appears in 1 contract

Samples: Administration Agreement (Textainer Group Holdings LTD)

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Resignation and Removal of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee will be effective until the acceptance of appointment by the successor Indenture Trustee. The Indenture Trustee may resign at any time resign and be discharged from the trusts hereby created by giving not less than thirty (30) days’ prior written notice thereof to the IssuerCo-Issuers, the Noteholders, the Manager, the Controlling Class Representative, the Class A-1 Administrative Agent, Agent and each Interest Rate Hedge Provider and the Noteholders. The Indenture Trustee may also be removed by the Issuer for any reason so long as no Default or Event of Default is occurring, provided that the Manager and the Requisite Global Majority agree to such removal, and such removal will not be effective until upon the acceptance by a successor Indenture Trustee of its appointment in accordance with the terms hereinRating Agency. Upon receiving such notice of resignation, the Issuer at the direction and subject to Co-Issuers, with the consent of the Requisite Global Controlling Class Representative (if any) or Majority shall Noteholders, will promptly appoint a successor Indenture Trustee indenture trustee meeting the eligibility requirements of Section 11.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee, the Administrative Agent, each Interest Rate Hedge Provider Trustee and one copy to the successor indenture trustee. No successor indenture trustee may accept its appointment unless at the time of such acceptance such successor is qualified and eligible under this Base Indenture Trusteeand a notification has been given to the Rating Agencies and the Controlling Class Representative (if any) or Majority Noteholders has provided its consent with respect to such appointment. If no successor indenture trustee is appointed and an instrument of acceptance by a successor indenture trustee is not delivered to the Indenture Trustee shall have been so appointed by the Issuer or the proposed successor Indenture Trustee has not accepted its appointment within thirty (30) days after of its resignation, at the giving direction of such notice of resignation the Controlling Class Representative (if any) or removal, the Requisite Global Majority may appoint a successor trustee or, if it does not do so within thirty (30) days thereafterNoteholders, the resigning Indenture Trustee, with the consent of the Administrative Agent, Trustee may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Indenture Trustee, which successor trustee shall meet the eligibility standards set forth in Section 906. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 906 hereof and shall fail to resign after written request therefor by the Issuer at the direction of the Requisite Global Majority or the Administrative Agent, or if at any time the Indenture Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Issuer at the direction of the Requisite Global Majority shall remove the Indenture Trustee and appoint a successor Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor Indenture Trustee. Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor Indenture Trustee as provided in Section 908 hereofindenture trustee.

Appears in 1 contract

Samples: Investment Agreement (DigitalBridge Group, Inc.)

Resignation and Removal of Indenture Trustee. Appointment of ------------------------------------------------------------ Successor. (a) The Indenture Trustee or any successor thereto may resign at any --------- time without cause by giving at least 30 days' prior written notice to the Company and each Holder, such resignation to be effective upon the acceptance of the trusteeship by a successor Indenture Trustee. In addition, the Company or the Majority in Interest of the Holders may at any time resign and be discharged from remove the trusts hereby created Indenture Trustee without cause by giving written notice thereof an instrument in writing delivered to the IssuerIndenture Trustee, the Manager, the Administrative Agent, each Interest Rate Hedge Provider and the Noteholders. The Indenture Trustee may also be removed by the Issuer for any reason so long as no Default or Event shall promptly notify each Holder thereof of Default is occurringsuch action in writing, provided that the Manager and the Requisite Global Majority agree to such removal, and such removal will not to be effective until upon the acceptance of the trusteeship by a successor Indenture Trustee Trustee. In the case of its appointment in accordance with the terms herein. Upon receiving such notice resignation or removal of resignationthe Indenture Trustee, the Issuer at the direction and subject to the consent Majority in Interest of the Requisite Global Majority shall promptly Holders (based on the recommendation of the Company), may appoint a successor Indenture Trustee by written instrument, in duplicate, one copy of which an instrument shall be delivered to the resigning Indenture Trustee, the Administrative Agent, each Interest Rate Hedge Provider and one copy to the successor Indenture Trusteesigned by such Holders. If no a successor Indenture Trustee shall not have been so appointed by the Issuer or the proposed successor Indenture Trustee has not accepted its appointment within thirty (30) 30 days after the giving of such notice of resignation or removal, the Requisite Global Majority may appoint a successor trustee or, if it does not do so within thirty (30) days thereafter, the resigning Indenture Trustee, with the consent of the Administrative Agent, Company or any Holder may petition at the expense of the Issuer apply to any court of competent jurisdiction for the appointment of a successor Indenture Trustee, which successor trustee shall meet the eligibility standards set forth in Section 906. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 906 hereof and shall fail to resign after written request therefor by the Issuer at the direction of the Requisite Global Majority or the Administrative Agent, or if at any time the Indenture Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Issuer at the direction of the Requisite Global Majority shall remove the Indenture Trustee and appoint a successor Indenture Trustee by written instrumentto act until such time, in duplicateif any, one copy of which instrument as a successor shall be delivered to the have been appointed as provided above. The successor Indenture Trustee so removed appointed by such court shall immediately and one copy to the successor Indenture Trustee. Any resignation or removal of the Indenture Trustee and appointment of a without further act be superseded by any successor Indenture Trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor Indenture Trustee appointed as provided in Section 908 hereofabove.

Appears in 1 contract

Samples: Note Purchase Agreement (Midway Airlines Corp)

Resignation and Removal of Indenture Trustee. The Indenture Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Issuer, the Manager, the Administrative AgentServicer, each Interest Rate Hedge Provider Series Enhancer if applicable and the Noteholders. The Indenture Trustee may also be removed by the Issuer for any reason so long as no Default or Event of Default is occurring, provided that the Manager and the Requisite Global Majority agree to such removal, and such removal will not be effective until upon the acceptance by a successor Indenture Trustee of its appointment in accordance with the terms herein. Upon receiving such notice of resignation, the Issuer at the direction and subject to the consent of the Requisite Global Majority shall promptly appoint a successor Indenture Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture TrusteeTrustee each Series Enhancer if applicable, the Administrative Agent, each Interest Rate Hedge Provider and one copy to the successor Indenture Trustee. If no successor Indenture Trustee shall have been so appointed by the Issuer or the proposed successor Indenture Trustee has not and have accepted its appointment within thirty (30) 30 days after the giving of such notice of resignation or removalresignation, the Requisite Global Majority may appoint a successor trustee or, if it does not do so within thirty (30) 30 days thereafter, the resigning Indenture Trustee, with the consent of the Administrative Agenteach Series Enhancer, may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Indenture Trusteetrustee, which successor trustee shall meet the eligibility standards set forth in Section 906. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 906 hereof and shall fail to resign after written request therefor by the Issuer at the direction of the Requisite Global Majority Issuer, any Series Enhancer if applicable or the Administrative AgentServicer, or if at any time the Indenture Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Issuer at the direction of the Requisite Global Majority shall remove the Indenture Trustee and appoint a successor Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor Indenture Trustee. Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor Indenture Trustee trustee as provided in Section 908 hereof.

Appears in 1 contract

Samples: Willis Lease Finance Corp

Resignation and Removal of Indenture Trustee. The Indenture Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Issuer, the ManagerServicer, the Administrative Agent, each Interest Rate Hedge Provider Agent and the Noteholders. The Indenture Trustee may also be removed by the Issuer for any reason so long as no Default or Event of Default is occurring, provided that the Manager and the Requisite Global Majority agree to such removal, and such removal will not be effective until upon the acceptance by a successor Indenture Trustee of its appointment in accordance with the terms herein. Upon receiving such notice of resignation, the Issuer at the direction and subject to the consent of the Requisite Global Majority shall promptly appoint a successor Indenture Trustee trustee (which shall be reasonably acceptable to the Global Requisite Majority) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee, Trustee and the Administrative Agent, each Currency Hedge Counterparty and each Interest Rate Hedge Provider Counterparty and one copy to the successor Indenture Trustee. If no successor Indenture Trustee shall have been so appointed by the Issuer or the proposed successor Indenture Trustee has not and have accepted its appointment within thirty (30) 30 days after the giving of such notice of resignation or removalresignation, the Global Requisite Global Majority may appoint a successor trustee or, if it does not do so within thirty (30) days thereafter, the resigning Indenture Trustee, with the consent of the Administrative Agent, Trustee may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Indenture Trusteetrustee, which successor trustee shall meet the eligibility standards set forth in Section 9069.06 hereof. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 906 9.06 hereof and shall fail to resign after written request therefor by the Issuer at Issuer, the direction of the Requisite Global Majority Servicer or the Administrative AgentGlobal Requisite Majority, or if at any time the Indenture Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Issuer may, and at the direction of the Global Requisite Global Majority shall shall, remove the Indenture Trustee and appoint a successor Indenture Trustee reasonably acceptable to the Global Requisite Majority by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor Indenture Trustee. The Indenture Trustee may be removed at any time, with or without cause, at the direction of the Global Requisite Majority. Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor Indenture Trustee trustee as provided in Section 908 9.08 hereof. The Indenture Trustee agrees to instruct any co-trustee to the extent necessary to fulfill the Indenture Trustee’s obligations hereunder.

Appears in 1 contract

Samples: Servicing Agreement (Seacastle Inc.)

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