Resignation of Collateral Agent. (i) Subject to clause (vii) below, the Collateral Agent may resign its appointment under this Agreement at any time by giving written notice to the Authorized Second Lien Representatives and the Company. (ii) A successor Collateral Agent shall be selected (x) by the retiring Collateral Agent nominating one of its Affiliates, following consultation with the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company, as successor Collateral Agent in its notice of resignation, (y) if the retiring Collateral Agent makes no such nomination, by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company or (z) if a Collateral Agent is not appointed pursuant to sub clause (x) or (y) above within 30 days after the giving of such notice of resignation, the Collateral Agent may (at the expense of the Grantors), at its option, petition a court of competent jurisdiction for appointment of a successor Collateral Agent, which must be a bank or trust company that has a combined capital and surplus of at least $50,000,000. (iii) The appointment of the Collateral Agent may be terminated at any time by the Applicable Authorized Second Lien Representative on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company. (iv) If (x) the Collateral Agent shall cease to be a bank or trust company that has a combined capital and surplus of at least $50,000,000 and shall fail to resign after written request therefor by the Company, or (y) the Collateral Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, and, so long as no Event of Default has occurred and is continuing, the appointment of the Collateral Agent may be terminated at any time by the Company on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company. (v) The resignation or termination of the retiring Collateral Agent and the appointment of the successor Collateral Agent will become effective only upon the successor Collateral Agent accepting its appointment as Collateral Agent, and upon the execution of all documents necessary to substitute the successor as holder of the security comprised in the Security Documents, if any, at which time, (i) the successor Collateral Agent will become bound by all the obligations of the Collateral Agent and become entitled to all the rights, privileges, powers, authorities and discretions of the Collateral Agent under this Agreement, (ii) the agency of the retiring Collateral Agent will terminate (but without prejudice to any liabilities which the retiring Collateral Agent may have incurred prior to the termination of its agency) and (iii) the retiring Collateral Agent will be discharged from any further liability or obligation under or in connection with this Agreement or the other Security Documents. (vi) The retiring Collateral Agent will cooperate with the successor Collateral Agent in order to ensure that its functions are transferred to the successor Collateral Agent without disruption to the service provided to the Second Lien Agents, the Secured Parties and the Company and will promptly make available to the successor Collateral Agent the documents and records which have been maintained in connection with this Agreement and the other Security Documents in order that the successor Collateral Agent is able to discharge its functions. The retiring Collateral Agent shall have no responsibility or liability for the actions of the successor Collateral Agent. (vii) The Collateral Agent may resign its appointment upon appointment of a successor Collateral Agent and such successor Collateral Agent having accepted the role of the Collateral Agent under this Agreement. Any such new appointment and all powers to be granted to the Collateral Agent will be granted pursuant to an accession agreement satisfactory to the Company and the Applicable Authorized Second Lien Representative. (viii) The provisions of this Agreement will continue in effect for the benefit of any retiring Collateral Agent in respect of any actions taken or omitted to be taken by it or any event occurring before the termination of its agency.
Appears in 1 contract
Samples: Security Agreement (United Rentals North America Inc)
Resignation of Collateral Agent. (i) Subject to clause (vii) the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign its appointment under this Agreement at any time by giving notice thereof to the Company and the Purchase Contract Agent as attorney-in-fact for the Holders of Securities, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the Authorized Second Lien Representatives and immediately preceding sentence. Upon any such resignation or removal, the Company.
(ii) A Company shall have the right to appoint a successor Collateral Agent shall be selected (x) by the retiring Collateral Agent nominating one of its Affiliates, following consultation with the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Companyor Custodial Agent, as the case may be. If no successor Collateral Agent in its notice of resignationor Custodial Agent, (y) if as the retiring Collateral Agent makes no case may be, shall have been so appointed and shall have accepted such nomination, by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company or (z) if a Collateral Agent is not appointed pursuant to sub clause (x) or (y) above appointment within 30 days after the retiring Collateral Agent's or Custodial Agent's giving of such notice of resignationresignation or such removal, then the retiring Collateral Agent or Custodial Agent, as the case may (at the expense of the Grantors)be, at its option, may petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent or Custodial Agent, which must as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a bank or trust company that which has an office in New York, New York with a combined capital and surplus of at least $50,000,000.
(iii) The 75,000,000. Upon the acceptance of any appointment of the as Collateral Agent or Custodial Agent, as the case may be terminated at any time be, hereunder by the Applicable Authorized Second Lien Representative on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by or Custodial Agent, as the Applicable Authorized Second Lien Representative andcase may be, so long as no Event of Default has occurred such successor shall thereupon succeed to and is continuingbecome vested with all the rights, the Company.
(iv) If (x) the Collateral Agent shall cease to be a bank or trust company that has a combined capital powers, privileges and surplus of at least $50,000,000 and shall fail to resign after written request therefor by the Company, or (y) the Collateral Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, and, so long as no Event of Default has occurred and is continuing, the appointment of the Collateral Agent may be terminated at any time by the Company on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(v) The resignation or termination duties of the retiring Collateral Agent and the appointment of the successor Collateral Agent will become effective only upon the successor Collateral Agent accepting its appointment as Collateral or Custodial Agent, as the case may be, and upon the execution of all documents necessary to substitute the successor as holder of the security comprised in the Security Documents, if any, at which time, (i) the successor Collateral Agent will become bound by all the obligations of the Collateral Agent and become entitled to all the rights, privileges, powers, authorities and discretions of the Collateral Agent under this Agreement, (ii) the agency of the retiring Collateral Agent will terminate or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (but without prejudice including the Collateral) to any liabilities which the retiring Collateral Agent may have incurred prior to the termination of its agency) and (iii) the retiring Collateral Agent will be discharged from any further liability or obligation under or in connection with this Agreement or the other Security Documents.
(vi) The retiring Collateral Agent will cooperate with the successor Collateral Agent in order to ensure that its functions are transferred to the successor Collateral Agent without disruption to the service provided to the Second Lien Agents, the Secured Parties and the Company and will promptly make available to the successor Collateral Agent the documents and records which have been maintained in connection with this Agreement and the other Security Documents in order that the successor Collateral Agent is able to discharge its functionssuch successor. The retiring Collateral Agent shall have no responsibility or liability for the actions of the successor Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent.
(vii) The 's or Custodial Agent's resignation hereunder as Collateral Agent may resign its appointment upon appointment of a successor Collateral Agent and such successor Collateral Agent having accepted or Custodial Agent, the role of the Collateral Agent under this Agreement. Any such new appointment and all powers to be granted to the Collateral Agent will be granted pursuant to an accession agreement satisfactory to the Company and the Applicable Authorized Second Lien Representative.
(viii) The provisions of this Agreement will Section 8 shall continue in effect for the its benefit of any retiring Collateral Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or any event occurring before Custodial Agent. Any resignation or removal of the termination Collateral Agent hereunder shall be deemed for all purposes of its agency.this Agreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary. 26
Appears in 1 contract
Samples: Pledge Agreement (Txu Corp /Tx/)
Resignation of Collateral Agent. (ia) Subject to clause (vii) below, the The Collateral Agent may resign its appointment under this Agreement at any time by giving upon sixty days’ written notice to the Authorized Second Lien Representatives Benefited Parties and may be removed at any time, with or without cause, upon the Companywritten request sent to the Collateral Agent 30 days prior to the removal date by either MCC (with prior written notice to the NII Indenture Trustee) or the NII Indenture Trustee (with prior written notice to MCC) at the written direction of the holders of a majority in principal amount of the NII Senior Notes.
(iib) A successor If the Collateral Agent resigns or is removed pursuant to Subsection 2.7(a), MCC shall be selected (x) select and appoint a replacement Collateral Agent by written notice to the retiring Collateral Agent nominating one of and the NII Indenture Trustee. MCC may, in its Affiliatessole discretion, following consultation with select the Applicable Authorized Second Lien Representative and, replacement Collateral Agent so long as no Event of Default has occurred and is continuing, the Company, as successor Collateral Agent in its notice of resignation, (y) if the retiring Collateral Agent makes no such nomination, by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company or (z) if a replacement Collateral Agent is not appointed pursuant to sub clause a commercial bank (xi) or (y) above within 30 days after organized under the giving of such notice of resignation, the Collateral Agent may (at the expense laws of the Grantors), at its option, petition a court United States of competent jurisdiction for appointment of a successor Collateral Agent, which must be a bank America or trust company that has any state thereof and having a combined capital and surplus of at least $50,000,000100.0 million in capital reserves and (ii) with demonstrated experience in acting as a collateral agent in similar circumstances. If the proposed replacement Collateral Agent does not meet the conditions set forth in the preceding sentence, MCC may select a proposed replacement Collateral Agent subject to the consent of the NII Indenture Trustee, such consent not to be unreasonably withheld or delayed.
(iiic) The appointment Upon any replacement of the Collateral Agent, the retiring Collateral Agent may be terminated at any time by shall assign, transfer and deliver to the Applicable Authorized Second Lien Representative new Collateral Agent, without recourse to the retiring Collateral Agent, (i) all of the Liens on at least 30 days’ prior written notice being given all Collateral granted to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(iv) If (x) the Collateral Agent shall cease to be a bank or trust company that has a combined capital and surplus of at least $50,000,000 and shall fail to resign after written request therefor by the Company, or (y) the Collateral Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, and, so long as no Event of Default has occurred and is continuing, the appointment of the Collateral Agent may be terminated at any time by the Company on at least 30 days’ prior written notice being given pursuant to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(v) The resignation or termination of the retiring Collateral Agent and the appointment of the successor Collateral Agent will become effective only upon the successor Collateral Agent accepting its appointment as Collateral AgentDocuments, and upon the execution of (ii) all documents necessary to substitute the successor as holder of the security comprised in the Security Documentsright, if any, at which time, (i) the successor Collateral Agent will become bound by all the obligations of the Collateral Agent title and become entitled to all the rights, privileges, powers, authorities and discretions interest of the Collateral Agent under this Agreement, (ii) Agreement and the agency of the retiring Collateral Agent will terminate (but without prejudice to any liabilities which the retiring Collateral Agent may have incurred prior to the termination of its agency) and (iii) the retiring Collateral Agent will be discharged from any further liability or obligation under or in connection with this Agreement or the other Security Documents.
(vid) The retiring Collateral Agent will cooperate with the successor Collateral Agent in order to ensure that its functions are transferred to the successor Collateral Agent without disruption to the service provided to the Second Lien Agents, the Secured Parties and the Company and will promptly make available to the successor Collateral Agent the documents and records which have been maintained in connection with this Agreement and the other Security Documents in order that the If no successor Collateral Agent is able to discharge its functions. The appointed within forty-five (45) days following a retiring Collateral Agent Agent’s notice of resignation pursuant to Section 2.7(b), then the NII Indenture Trustee shall have a period of thirty (30) days to effect such an appointment (subject to MCC’s consent if the conditions set forth in Section 2.7(b) are not satisfied). If no responsibility or liability for the actions of the successor Collateral Agent.
(vii) The Collateral Agent may resign its appointment upon appointment of a successor Collateral Agent is appointed within seventy five (75) days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and such successor Collateral Agent having accepted MCC shall perform all of the role duties of the Collateral Agent under hereunder, and shall be the “Collateral Agent” for purposes of this Agreement. Any , until such time, if any, as a new appointment and all powers to be granted to the successor Collateral Agent will be granted pursuant to an accession agreement satisfactory to the Company and the Applicable Authorized Second Lien Representativeis appointed in accordance with paragraph (b) above.
(viii) The provisions of this Agreement will continue in effect for the benefit of any retiring Collateral Agent in respect of any actions taken or omitted to be taken by it or any event occurring before the termination of its agency.
Appears in 1 contract
Resignation of Collateral Agent. (i) Subject to clause (vii) the appointment and acceptance of a successor Collateral Agent, Custodial Agent or Securities Intermediary as provided below, (a) the Collateral Agent, the Custodial Agent and the Securities Intermediary may resign its appointment under this Agreement at any time by giving notice thereof to the Company and the Purchase Contract Agent as attorney-in-fact for the Holders of Securities, (b) the Collateral Agent, the Custodial Agent and the Securities Intermediary may be removed at any time by the Company, (c) if the Collateral Agent, the Custodial Agent or the Securities Intermediary fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice to of such failure by the Authorized Second Lien Representatives Purchase Contract Agent and the Company.
(ii) A successor Collateral Agent such failure shall be selected (x) by the retiring Collateral Agent nominating one of its Affiliates, following consultation with the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the CompanyCollateral Agent, as successor Collateral the Custodial Agent in its notice of resignationor the Securities Intermediary may be removed by the Purchase Contract Agent, and (yd) if the retiring Collateral Agent, the Custodial Agent makes no or the Securities Intermediary is the same Person as the Purchase Contract Agent and an event of default occurs under the Purchase Contract Agreement or this Agreement, except an event of default resulting from the occurrence of a Failed Remarketing, the Collateral Agent, the Custodial Agent or the Securities Intermediary shall resign immediately in accordance with the provisions of this Section 8.8. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (c) of the immediately preceding sentence. Upon any such nomination, by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuingresignation or removal, the Company shall have the right to appoint a successor Collateral Agent, Custodial Agent or (z) if a Securities Intermediary, as the case may be. If no successor Collateral Agent, Custodial Agent is not or Securities Intermediary, as the case may be, shall have been so appointed pursuant to sub clause (x) or (y) above and shall have accepted such appointment within 30 days after the retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's giving of such notice of resignationresignation or such removal, then the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may (at the expense of the Grantors)be, at its option, may petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent, which must Custodial Agent or Securities Intermediary, as the case may be. Each of the Collateral Agent, the Custodial Agent and the Securities Intermediary shall be a bank or trust company that which has an office in New York, New York with a combined capital and surplus of at least $50,000,000.
(iii) The appointment 75,000,000. Upon the acceptance of the Collateral Agent may be terminated at any time by the Applicable Authorized Second Lien Representative on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(iv) If (x) the Collateral Agent shall cease to be a bank or trust company that has a combined capital and surplus of at least $50,000,000 and shall fail to resign after written request therefor by the Company, or (y) the Collateral Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, and, so long as no Event of Default has occurred and is continuing, the appointment of the Collateral Agent may be terminated at any time by the Company on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(v) The resignation or termination of the retiring Collateral Agent and the appointment of the successor Collateral Agent will become effective only upon the successor Collateral Agent accepting its appointment as Collateral Agent, and upon Custodial Agent or Securities Intermediary hereunder, as the execution of all documents necessary to substitute the successor as holder of the security comprised in the Security Documentscase may be, if any, at which time, (i) the by a successor Collateral Agent, Custodial Agent will become bound by all or Securities Intermediary, as the obligations of the Collateral Agent case may be, such successor shall thereupon succeed to and become entitled to vested with all the rights, privileges, powers, authorities privileges and discretions of the Collateral Agent under this Agreement, (ii) the agency duties of the retiring Collateral Agent, Custodial Agent will terminate (but without prejudice to any liabilities which or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may have incurred prior be, shall take all appropriate action to transfer any money and property held by it hereunder (including the termination of its agencyCollateral) and (iii) the retiring Collateral Agent will be discharged from any further liability or obligation under or in connection with this Agreement or the other Security Documents.
(vi) The retiring Collateral Agent will cooperate with the successor Collateral Agent in order to ensure that its functions are transferred to the successor Collateral Agent without disruption to the service provided to the Second Lien Agents, the Secured Parties and the Company and will promptly make available to the successor Collateral Agent the documents and records which have been maintained in connection with this Agreement and the other Security Documents in order that the successor Collateral Agent is able to discharge its functionssuch successor. The retiring Collateral Agent, Custodial Agent shall have no responsibility or liability for the actions of the successor Securities Intermediary shall, upon such succession, be discharged from its duties and obligations as Collateral Agent.
(vii) The , Custodial Agent or Securities Intermediary hereunder. After any retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's resignation as Collateral Agent, Custodial Agent may resign its appointment upon appointment of a successor Collateral Agent and such successor Collateral Agent having accepted or Securities Intermediary hereunder, the role of the Collateral Agent under this Agreement. Any such new appointment and all powers to be granted to the Collateral Agent will be granted pursuant to an accession agreement satisfactory to the Company and the Applicable Authorized Second Lien Representative.
(viii) The provisions of this Agreement will Article VIII shall continue in effect for the its benefit of any retiring Collateral Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Custodial Agent or any event occurring before Securities Intermediary. Any resignation or removal of the termination Collateral Agent hereunder shall be deemed for all purposes of its agencythis Agreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary.
Appears in 1 contract
Resignation of Collateral Agent. (i) Subject to clause (vii) the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign its appointment under this Agreement at any time by giving not less than 20 days prior notice thereof to the Company and the Purchase Contract Agent as attorney-in-fact for the Holders of Income PRIDES or Growth PRIDES, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the Authorized Second Lien Representatives and immediately preceding sentence. Upon any such resignation or removal, the Company.
(ii) A Company shall have the right to appoint a successor Collateral Agent shall be selected (x) by the retiring Collateral Agent nominating one of its Affiliates, following consultation with the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Companyor Custodial Agent, as the case may be. If no successor Collateral Agent in its notice of resignationor Custodial Agent, (y) if as the retiring Collateral Agent makes no case may be, shall have been so appointed and shall have accepted such nomination, by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company or (z) if a Collateral Agent is not appointed pursuant to sub clause (x) or (y) above appointment within 30 days after the retiring Collateral Agent's or Custodial Agent's giving of such notice of resignationresignation or such removal, then the retiring Collateral Agent or Custodial Agent, as the case may (be, may, at the expense of the Grantors), at its optionCompany, petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent or Custodial Agent, which must as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a bank or trust company that which has an office in New York, New York with a combined capital and surplus of at least [$50,000,000.
(iii) The 200,000,000]. Upon the acceptance of any appointment of the as Collateral Agent or Custodial Agent, as the case may be terminated at any time be, hereunder by the Applicable Authorized Second Lien Representative on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by or Custodial Agent, as the Applicable Authorized Second Lien Representative andcase may be, so long as no Event of Default has occurred such successor shall thereupon succeed to and is continuingbecome vested with all the rights, the Company.
(iv) If (x) the Collateral Agent shall cease to be a bank or trust company that has a combined capital powers, privileges and surplus of at least $50,000,000 and shall fail to resign after written request therefor by the Company, or (y) the Collateral Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, and, so long as no Event of Default has occurred and is continuing, the appointment of the Collateral Agent may be terminated at any time by the Company on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(v) The resignation or termination duties of the retiring Collateral Agent and the appointment of the successor Collateral Agent will become effective only upon the successor Collateral Agent accepting its appointment as Collateral or Custodial Agent, as the case may be, and upon the execution of all documents necessary to substitute the successor as holder of the security comprised in the Security Documents, if any, at which time, (i) the successor Collateral Agent will become bound by all the obligations of the Collateral Agent and become entitled to all the rights, privileges, powers, authorities and discretions of the Collateral Agent under this Agreement, (ii) the agency of the retiring Collateral Agent will terminate or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (but without prejudice including the Collateral) to any liabilities which the retiring Collateral Agent may have incurred prior to the termination of its agency) and (iii) the retiring Collateral Agent will be discharged from any further liability or obligation under or in connection with this Agreement or the other Security Documents.
(vi) The retiring Collateral Agent will cooperate with the successor Collateral Agent in order to ensure that its functions are transferred to the successor Collateral Agent without disruption to the service provided to the Second Lien Agents, the Secured Parties and the Company and will promptly make available to the successor Collateral Agent the documents and records which have been maintained in connection with this Agreement and the other Security Documents in order that the successor Collateral Agent is able to discharge its functionssuch successor. The retiring Collateral Agent shall have no responsibility or liability for the actions of the successor Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent.
(vii) The 's or Custodial Agent's resignation hereunder as Collateral Agent may resign its appointment upon appointment of a successor Collateral Agent and such successor Collateral Agent having accepted or Custodial Agent, the role of the Collateral Agent under this Agreement. Any such new appointment and all powers to be granted to the Collateral Agent will be granted pursuant to an accession agreement satisfactory to the Company and the Applicable Authorized Second Lien Representative.
(viii) The provisions of this Agreement will Section 8.8 shall continue in effect for the its benefit of any retiring Collateral Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or any event occurring before Custodial Agent. Any resignation or removal of the termination Collateral Agent hereunder shall be deemed for all purposes of its agencythis Agreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary.
Appears in 1 contract
Resignation of Collateral Agent. (i) Subject to clause (vii) below, the The Collateral Agent may resign its appointment under this Agreement at any time by giving ninety (90) days prior written notice thereof to the Authorized Second Lien Representatives Pledgor and the Company.
(ii) A Owner Lessors; PROVIDED that such resignation may not in any event take effect until a successor Collateral Agent shall be selected (x) by the retiring Collateral Agent nominating one of its Affiliates, following consultation with the Applicable Authorized Second Lien Representative and, so long accepts an appointment as no Event of Default has occurred and is continuing, the Company, as successor Collateral Agent set forth in its notice of resignation, (y) if the retiring Collateral Agent makes no such nomination, by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company or (z) if a Collateral Agent is not appointed pursuant to sub clause (x) or (y) above within 30 days after the giving of this SECTION 6.5. Upon any such notice of resignation, the Pledgor and the Owner Lessors shall have the right, upon ten (10) days prior written notice to the Pledgor and the Owner Lessors, to appoint a successor Collateral Agent. Collateral Agent may (be removed at any time with or without cause, by an instrument in writing delivered to Collateral Agent by the expense Pledgor and the Owner Lessors pursuant to the terms of this Agreement. Upon the Grantors), at its option, petition a court acceptance of competent jurisdiction for any appointment of as Collateral Agent hereunder by a successor Collateral Agent, which must such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent (and the retiring or removed Collateral Agent shall reasonably cooperate in the transferring of such rights, powers and privileges to such successor Collateral Agent) and the retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement. If no successor Collateral Agent shall have been so appointed and shall have accepted such appointment within sixty (60) days after the retiring or removed Collateral Agent s giving of notice of resignation, then, upon five (5) days prior written notice to the Secured Parties and the Pledgor, the retiring or removed Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent. Any successor Collateral Agent shall be a bank bank, a banking cooperative or trust company that has organized under the laws of the United States of America or of any State thereof, or any Affiliate of such bank, having a combined capital and surplus of at least $50,000,000.
(iii) The appointment of the Collateral Agent may be terminated at 100,000,000. After any time by the Applicable Authorized Second Lien Representative on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(iv) If (x) the Collateral Agent shall cease to be a bank or trust company that has a combined capital and surplus of at least $50,000,000 and shall fail to resign after written request therefor by the Company, or (y) the Collateral Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, and, so long as no Event of Default has occurred and is continuing, the appointment of the Collateral Agent may be terminated at any time by the Company on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(v) The resignation or termination of the retiring Collateral Agent and the appointment of the successor Collateral Agent will become effective only upon the successor Collateral Agent accepting its appointment s resignation or removal hereunder as Collateral Agent, and upon the execution of all documents necessary to substitute the successor as holder of the security comprised in the Security Documents, if any, at which time, (i) the successor Collateral Agent will become bound by all the obligations of the Collateral Agent and become entitled to all the rights, privileges, powers, authorities and discretions of the Collateral Agent under this Agreement, (ii) the agency of the retiring Collateral Agent will terminate (but without prejudice to any liabilities which the retiring Collateral Agent may have incurred prior to the termination of its agency) and (iii) the retiring Collateral Agent will be discharged from any further liability or obligation under or in connection with this Agreement or the other Security Documents.
(vi) The retiring Collateral Agent will cooperate with the successor Collateral Agent in order to ensure that its functions are transferred to the successor Collateral Agent without disruption to the service provided to the Second Lien Agents, the Secured Parties and the Company and will promptly make available to the successor Collateral Agent the documents and records which have been maintained in connection with this Agreement and the other Security Documents in order that the successor Collateral Agent is able to discharge its functions. The retiring Collateral Agent shall have no responsibility or liability for the actions of the successor Collateral Agent.
(vii) The Collateral Agent may resign its appointment upon appointment of a successor Collateral Agent and such successor Collateral Agent having accepted the role of the Collateral Agent under this Agreement. Any such new appointment and all powers to be granted to the Collateral Agent will be granted pursuant to an accession agreement satisfactory to the Company and the Applicable Authorized Second Lien Representative.
(viii) The provisions of this Agreement will continue in effect for the shall inure to its benefit of any retiring Collateral Agent in respect of as to any actions taken or omitted to be taken by it or any event occurring before while it was Collateral Agent under this Agreement and the termination of its agencyother Operative Documents.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Eme Homer City Generation Lp)
Resignation of Collateral Agent. (i) Subject to clause (vii) the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign its appointment under this Agreement at any time by giving not less than 20 days prior notice thereof to the Company and the Purchase Contract Agent as attorney-in-fact for the Holders of Income PRIDES or Growth PRIDES, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the Authorized Second Lien Representatives and immediately preceding sentence. Upon any such resignation or removal, the Company.
(ii) A Company shall have the right to appoint a successor Collateral Agent shall be selected (x) by the retiring Collateral Agent nominating one of its Affiliates, following consultation with the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Companyor Custodial Agent, as the case may be. If no successor Collateral Agent in its notice of resignationor Custodial Agent, (y) if as the retiring Collateral Agent makes no case may be, shall have been so appointed and shall have accepted such nomination, by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company or (z) if a Collateral Agent is not appointed pursuant to sub clause (x) or (y) above appointment within 30 days after the retiring Collateral Agent's or Custodial Agent's giving of such notice of resignationresignation or such removal, then the retiring Collateral Agent or Custodial Agent, as the case may (be, may, at the expense of the Grantors), at its optionCompany, petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent or Custodial Agent, which must as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a bank or trust company that which has an office in New York, New York with a combined capital and surplus of at least $50,000,000.
(iii) The . Upon the acceptance of any appointment of the as Collateral Agent or Custodial Agent, as the case may be terminated at any time be, hereunder by the Applicable Authorized Second Lien Representative on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by or Custodial Agent, as the Applicable Authorized Second Lien Representative andcase may be, so long as no Event of Default has occurred such successor shall thereupon succeed to and is continuingbecome vested with all the rights, the Company.
(iv) If (x) the Collateral Agent shall cease to be a bank or trust company that has a combined capital powers, privileges and surplus of at least $50,000,000 and shall fail to resign after written request therefor by the Company, or (y) the Collateral Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, and, so long as no Event of Default has occurred and is continuing, the appointment of the Collateral Agent may be terminated at any time by the Company on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(v) The resignation or termination duties of the retiring Collateral Agent and the appointment of the successor Collateral Agent will become effective only upon the successor Collateral Agent accepting its appointment as Collateral or Custodial Agent, as the case may be, and upon the execution of all documents necessary to substitute the successor as holder of the security comprised in the Security Documents, if any, at which time, (i) the successor Collateral Agent will become bound by all the obligations of the Collateral Agent and become entitled to all the rights, privileges, powers, authorities and discretions of the Collateral Agent under this Agreement, (ii) the agency of the retiring Collateral Agent will terminate or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (but without prejudice including the Collateral) to any liabilities which the retiring Collateral Agent may have incurred prior to the termination of its agency) and (iii) the retiring Collateral Agent will be discharged from any further liability or obligation under or in connection with this Agreement or the other Security Documents.
(vi) The retiring Collateral Agent will cooperate with the successor Collateral Agent in order to ensure that its functions are transferred to the successor Collateral Agent without disruption to the service provided to the Second Lien Agents, the Secured Parties and the Company and will promptly make available to the successor Collateral Agent the documents and records which have been maintained in connection with this Agreement and the other Security Documents in order that the successor Collateral Agent is able to discharge its functionssuch successor. The retiring Collateral Agent shall have no responsibility or liability for the actions of the successor Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent.
(vii) The 's or Custodial Agent's resignation hereunder as Collateral Agent may resign its appointment upon appointment of a successor Collateral Agent and such successor Collateral Agent having accepted or Custodial Agent, the role of the Collateral Agent under this Agreement. Any such new appointment and all powers to be granted to the Collateral Agent will be granted pursuant to an accession agreement satisfactory to the Company and the Applicable Authorized Second Lien Representative.
(viii) The provisions of this Agreement will Section 8.8 shall continue in effect for the its benefit of any retiring Collateral Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or any event occurring before Custodial Agent. Any resignation or removal of the termination Collateral Agent hereunder shall be deemed for all purposes of its agencythis Agreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary.
Appears in 1 contract
Samples: Pledge Agreement (Ace LTD)
Resignation of Collateral Agent. (i) Subject to clause (vii) the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign its appointment under this Agreement at any time by giving notice thereof to the Company and the Purchase Contract Agent as attorney-in-fact for the Holders of Equity Units, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the Authorized Second Lien Representatives and immediately preceding sentence. Upon any such resignation or removal, the Company.
(ii) A Company shall have the right to appoint a successor Collateral Agent shall be selected (x) by the retiring Collateral Agent nominating one of its Affiliates, following consultation with the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Companyor Custodial Agent, as the case may be. If no successor Collateral Agent in its notice of resignationor Custodial Agent, (y) if as the retiring Collateral Agent makes no case may be, shall have been so appointed and shall have accepted such nomination, by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company or (z) if a Collateral Agent is not appointed pursuant to sub clause (x) or (y) above appointment within 30 days after the retiring Collateral Agent’s or Custodial Agent’s giving of such notice of resignationresignation or such removal, then the retiring Collateral Agent may (or Custodial Agent at the expense of the GrantorsCompany (other than in connection with a removal for cause pursuant to either clause (b) or (c) of the first sentence of this Section 8.8), at its optionas the case may be, may petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent or Custodial Agent, which must as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a bank or trust company that which has an office in New York, New York with a combined capital and surplus of at least $50,000,000.
(iii) The . Upon the acceptance of any appointment of the as Collateral Agent or Custodial Agent, as the case may be terminated at any time be, hereunder by the Applicable Authorized Second Lien Representative on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by or Custodial Agent, as the Applicable Authorized Second Lien Representative andcase may be, so long as no Event of Default has occurred such successor shall thereupon succeed to and is continuingbecome vested with all the rights, the Company.
(iv) If (x) the Collateral Agent shall cease to be a bank or trust company that has a combined capital powers, privileges and surplus of at least $50,000,000 and shall fail to resign after written request therefor by the Company, or (y) the Collateral Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, and, so long as no Event of Default has occurred and is continuing, the appointment of the Collateral Agent may be terminated at any time by the Company on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(v) The resignation or termination duties of the retiring Collateral Agent and the appointment of the successor Collateral Agent will become effective only upon the successor Collateral Agent accepting its appointment as Collateral or Custodial Agent, as the case may be, and upon the execution of all documents necessary to substitute the successor as holder of the security comprised in the Security Documents, if any, at which time, (i) the successor Collateral Agent will become bound by all the obligations of the Collateral Agent and become entitled to all the rights, privileges, powers, authorities and discretions of the Collateral Agent under this Agreement, (ii) the agency of the retiring Collateral Agent will terminate or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (but without prejudice including the Collateral) to any liabilities which the retiring Collateral Agent may have incurred prior to the termination of its agency) and (iii) the retiring Collateral Agent will be discharged from any further liability or obligation under or in connection with this Agreement or the other Security Documents.
(vi) The retiring Collateral Agent will cooperate with the successor Collateral Agent in order to ensure that its functions are transferred to the successor Collateral Agent without disruption to the service provided to the Second Lien Agents, the Secured Parties and the Company and will promptly make available to the successor Collateral Agent the documents and records which have been maintained in connection with this Agreement and the other Security Documents in order that the successor Collateral Agent is able to discharge its functionssuch successor. The retiring Collateral Agent shall have no responsibility or liability for the actions of the successor Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent.
(vii) The ’s or Custodial Agent’s resignation hereunder as Collateral Agent may resign its appointment upon appointment of a successor Collateral Agent and such successor Collateral Agent having accepted or Custodial Agent, the role of the Collateral Agent under this Agreement. Any such new appointment and all powers to be granted to the Collateral Agent will be granted pursuant to an accession agreement satisfactory to the Company and the Applicable Authorized Second Lien Representative.
(viii) The provisions of this Agreement will Article VIII shall continue in effect for the its benefit of any retiring Collateral Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or any event occurring before Custodial Agent. Any resignation or removal of the termination Collateral Agent hereunder shall be deemed for all purposes of its agencythis Agreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary.
Appears in 1 contract
Resignation of Collateral Agent. (i) Subject to clause (vii) the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign its appointment under this Agreement at any time by giving notice thereof to the Company and the Purchase Contract Agent as attorney-in-fact for the Holders of Securities, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the Authorized Second Lien Representatives and immediately preceding sentence. Upon any such resignation or removal, the Company.
(ii) A Company shall have the right to appoint a successor Collateral Agent shall be selected (x) by the retiring Collateral Agent nominating one of its Affiliates, following consultation with the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Companyor Custodial Agent, as the case may be. If no successor Collateral Agent in its notice of resignationor Custodial Agent, (y) if as the retiring Collateral Agent makes no case may be, shall have been so appointed and shall have accepted such nomination, by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company or (z) if a Collateral Agent is not appointed pursuant to sub clause (x) or (y) above appointment within 30 days after the retiring Collateral Agent's or Custodial Agent's giving of such notice of resignationresignation or such removal, then the retiring Collateral Agent or Custodial Agent, as the case may (at the expense of the Grantors)be, at its option, may petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent or Custodial Agent, which must as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a bank or trust company that which has an office in New York, New York with a combined capital and surplus of at least $50,000,000.
(iii) The 75,000,000. Upon the acceptance of any appointment of the as Collateral Agent or Custodial Agent, as the case may be terminated at any time be, hereunder by the Applicable Authorized Second Lien Representative on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(iv) If (x) the Collateral Agent shall cease to be a bank or trust company that has a combined capital and surplus of at least $50,000,000 and shall fail to resign after written request therefor by the Company, or (y) the Collateral Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, and, so long as no Event of Default has occurred and is continuing, the appointment of the Collateral Agent may be terminated at any time by the Company on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(v) The resignation or termination of the retiring Collateral Agent and the appointment of the successor Collateral Agent will become effective only upon the successor Collateral Agent accepting its appointment as Collateral Custodial Agent, and upon as the execution of all documents necessary case may be, such successor shall thereupon succeed to substitute the successor as holder of the security comprised in the Security Documents, if any, at which time, (i) the successor Collateral Agent will become bound by all the obligations of the Collateral Agent and become entitled to vested with all the rights, privileges, powers, authorities privileges and discretions duties of the Collateral Agent under this Agreement, (ii) the agency of the retiring Collateral Agent will terminate (but without prejudice to any liabilities which the retiring Collateral Agent may have incurred prior to the termination of its agency) and (iii) the retiring Collateral Agent will be discharged from any further liability or obligation under or in connection with this Agreement or the other Security Documents.
(vi) The retiring Collateral Agent will cooperate with the successor Collateral Agent in order to ensure that its functions are transferred to the successor Collateral Agent without disruption to the service provided to the Second Lien Agents, the Secured Parties and the Company and will promptly make available to the successor Collateral Agent the documents and records which have been maintained in connection with this Agreement and the other Security Documents in order that the successor Collateral Agent is able to discharge its functions. The retiring Collateral Agent shall have no responsibility or liability for the actions of the successor Collateral Agent.
(vii) The Collateral Agent may resign its appointment upon appointment of a successor Collateral Agent and such successor Collateral Agent having accepted the role of the Collateral Agent under this Agreement. Any such new appointment and all powers to be granted to the Collateral Agent will be granted pursuant to an accession agreement satisfactory to the Company and the Applicable Authorized Second Lien Representative.
(viii) The provisions of this Agreement will continue in effect for the benefit of any retiring Collateral Agent in respect of any actions taken or omitted to be taken by it or any event occurring before the termination of its agency.retiring
Appears in 1 contract
Samples: Pledge Agreement (PCHC Finance I)
Resignation of Collateral Agent. (i) Subject to clause (vii) below, the Collateral Agent may resign its appointment under this Agreement at any time by giving written notice to the Authorized Second Lien Representatives and the Company.
(ii) A successor Collateral Agent shall be selected (x) by the retiring Collateral Agent nominating one of its Affiliates, following consultation with the Applicable Authorized Second Lien Representative Representatives and, so long as no Event of Default has occurred and is continuing, the Company, as successor Collateral Agent in its notice of resignation, (y) if the retiring Collateral Agent makes no such nomination, by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company or (z) if a Collateral Agent is not appointed pursuant to sub clause (x) or (y) above within 30 days after the giving of such notice of resignation, the Collateral Agent may (at the expense of the Grantors), at its option, petition a court of competent jurisdiction for appointment of a successor Collateral Agent, which must be a bank or trust company that has a combined capital and surplus of at least $50,000,000.
(iii) The appointment of the Collateral Agent may be terminated at any time by the Applicable Authorized Second Lien Representative on at least 30 days’ days prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(iv) If (x) the Collateral Agent shall cease to be a bank or trust company that has a combined capital and surplus of at least $50,000,000 and shall fail to resign after written request therefor by the Company, or (y) the Collateral Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, and, so long as no Event of Default has occurred and is continuing, the appointment of the Collateral Agent may be terminated at any time by the Company on at least 30 days’ days prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(v) The resignation or termination of the retiring Collateral Agent and the appointment of the successor Collateral Agent will become effective only upon the successor Collateral Agent accepting its appointment as Collateral Agent, and upon the execution of all documents necessary to substitute the successor as holder of the security comprised in the Security Documents, if any, at which time, (i) the successor Collateral Agent will become bound by all the obligations of the Collateral Agent and become entitled to all the rights, privileges, powers, authorities and discretions of the Collateral Agent under this Agreement, (ii) the agency of the retiring Collateral Agent will terminate (but without prejudice to any liabilities which the retiring Collateral Agent may have incurred prior to the termination of its agency) and (iii) the retiring Collateral Agent will be discharged from any further liability or obligation under or in connection with this Agreement or the other Security Documents.
(vi) The retiring Collateral Agent will cooperate with the successor Collateral Agent in order to ensure that its functions are transferred to the successor Collateral Agent without disruption to the service provided to the Second Lien Agents, the Secured Parties and the Company and will promptly make available to the successor Collateral Agent the documents and records which have been maintained in connection with this Agreement and the other Security Documents in order that the successor Collateral Agent is able to discharge its functions. The retiring Collateral Agent shall have no responsibility or liability for the actions of the successor Collateral Agent.
(vii) The Collateral Agent may resign its appointment upon appointment of a successor Collateral Agent and such successor Collateral Agent having accepted the role of the Collateral Agent under this Agreement. Any such new appointment and all powers to be granted to the Collateral Agent will be granted pursuant to an accession agreement satisfactory to the Company and the Applicable Authorized Second Lien Representative.
(viii) The provisions of this Agreement will continue in effect for the benefit of any retiring Collateral Agent in respect of any actions taken or omitted to be taken by it or any event occurring before the termination of its agency.
Appears in 1 contract
Resignation of Collateral Agent. (i) Subject to clause (vii) the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign its appointment under this Agreement at any time by giving not less than 20 days prior notice thereof to the Company and the Purchase Contract Agent as attorney-in-fact for the Holders of Income PRIDES or Growth PRIDES, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the Authorized Second Lien Representatives and immediately preceding sentence. Upon any such resignation or removal, the Company.
(ii) A Company shall have the right to appoint a successor Collateral Agent shall be selected (x) by the retiring Collateral Agent nominating one of its Affiliates, following consultation with the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Companyor Custodial Agent, as the case may be. If no successor Collateral Agent in its notice of resignationor Custodial Agent, (y) if as the retiring Collateral Agent makes no case may be, shall have been so appointed and shall have accepted such nomination, by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company or (z) if a Collateral Agent is not appointed pursuant to sub clause (x) or (y) above appointment within 30 days after the retiring Collateral Agent’s or Custodial Agent’s giving of such notice of resignationresignation or such removal, then the retiring Collateral Agent or Custodial Agent, as the case may (be, may, at the expense of the Grantors), at its optionCompany, petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent or Custodial Agent, which must as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a bank or trust company that which has an office in New York, New York with a combined capital and surplus of at least $50,000,000.
(iii) The 75,000,000. Upon the acceptance of any appointment of the as Collateral Agent or Custodial Agent, as the case may be terminated at any time be, hereunder by the Applicable Authorized Second Lien Representative on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by or Custodial Agent, as the Applicable Authorized Second Lien Representative andcase may be, so long as no Event of Default has occurred such successor shall thereupon succeed to and is continuingbecome vested with all the rights, the Company.
(iv) If (x) the Collateral Agent shall cease to be a bank or trust company that has a combined capital powers, privileges and surplus of at least $50,000,000 and shall fail to resign after written request therefor by the Company, or (y) the Collateral Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, and, so long as no Event of Default has occurred and is continuing, the appointment of the Collateral Agent may be terminated at any time by the Company on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(v) The resignation or termination duties of the retiring Collateral Agent and the appointment of the successor Collateral Agent will become effective only upon the successor Collateral Agent accepting its appointment as Collateral or Custodial Agent, as the case may be, and upon the execution of all documents necessary to substitute the successor as holder of the security comprised in the Security Documents, if any, at which time, (i) the successor Collateral Agent will become bound by all the obligations of the Collateral Agent and become entitled to all the rights, privileges, powers, authorities and discretions of the Collateral Agent under this Agreement, (ii) the agency of the retiring Collateral Agent will terminate or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (but without prejudice including the Collateral) to any liabilities which the retiring Collateral Agent may have incurred prior to the termination of its agency) and (iii) the retiring Collateral Agent will be discharged from any further liability or obligation under or in connection with this Agreement or the other Security Documents.
(vi) The retiring Collateral Agent will cooperate with the successor Collateral Agent in order to ensure that its functions are transferred to the successor Collateral Agent without disruption to the service provided to the Second Lien Agents, the Secured Parties and the Company and will promptly make available to the successor Collateral Agent the documents and records which have been maintained in connection with this Agreement and the other Security Documents in order that the successor Collateral Agent is able to discharge its functionssuch successor. The retiring Collateral Agent shall have no responsibility or liability for the actions of the successor Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent.
(vii) The ’s or Custodial Agent’s resignation hereunder as Collateral Agent may resign its appointment upon appointment of a successor Collateral Agent and such successor Collateral Agent having accepted or Custodial Agent, the role of the Collateral Agent under this Agreement. Any such new appointment and all powers to be granted to the Collateral Agent will be granted pursuant to an accession agreement satisfactory to the Company and the Applicable Authorized Second Lien Representative.
(viii) The provisions of this Agreement will Section 8.8 shall continue in effect for the its benefit of any retiring Collateral Agent in respect of any actions taken or omitted to be taken by it or any event occurring before the termination of its agency.while it was acting as the
Appears in 1 contract
Resignation of Collateral Agent. (i) Subject to clause (vii) below, the The Collateral Agent may resign its appointment under this Agreement as Collateral Agent at any time by giving thirty (30) days advance written notice thereof to the Authorized Second Lien Representatives Purchasers and the Company.
Issuer and, thereafter, the retiring (iior retired) A successor or terminated Collateral Agent shall be selected (x) by discharged from its duties and obligations hereunder. Upon any such resignation, the retiring Collateral Agent nominating one Required Purchasers shall have the right, subject to approval of its Affiliates, following consultation with the Applicable Authorized Second Lien Representative and, Issuer so long as no Default under Section 9.01(a) or Event of Default under Section 9.01(f) has occurred and is continuing, the Company, as to appoint a successor Collateral Agent. If no successor Collateral Agent in its notice of resignation, (y) if the retiring Collateral Agent makes no such nomination, shall have been so appointed by the Applicable Authorized Second Lien Representative and, Required Purchasers and approved (so long as no Default under Section 9.01(a) or Event of Default under Section 9.01(f) has occurred and is continuing, ) by the Company Issuer or have accepted such appointment within thirty (z30) if a Collateral Agent is not appointed pursuant to sub clause (x) or (y) above within 30 days after the Collateral Agent’s giving of such notice of resignation, then the Collateral Agent may (at the expense may, on behalf of the GrantorsPurchasers, appoint a successor Collateral Agent reasonably acceptable to the Issuer (so long as no Default under Section 9.01(a) or Event of Default under Section 9.01(f) has occurred and is continuing), at its option, petition a court . Upon the acceptance of competent jurisdiction for any appointment of as Collateral Agent hereunder by a successor Collateral Agent, which must be a bank or trust company that has a combined capital and surplus of at least $50,000,000.
(iii) The appointment of the Collateral Agent may be terminated at any time by the Applicable Authorized Second Lien Representative on at least 30 days’ prior written notice being given to the Collateral Agent and a such successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative andshall thereupon succeed to and become vested with all rights, so long as no Event of Default has occurred powers, privileges and is continuing, the Company.
(iv) If (x) the Collateral Agent shall cease to be a bank or trust company that has a combined capital and surplus of at least $50,000,000 and shall fail to resign after written request therefor by the Company, or (y) the Collateral Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, and, so long as no Event of Default has occurred and is continuing, the appointment of the Collateral Agent may be terminated at any time by the Company on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(v) The resignation or termination duties of the retiring (or retired) or terminated Collateral Agent and the appointment of the successor Agent. After any retiring Collateral Agent will become effective only upon the successor Collateral Agent accepting its appointment Agent’s resignation hereunder as Collateral Agent, and upon the execution of all documents necessary to substitute the successor as holder of the security comprised in the Security Documents, if any, at which time, (i) the successor Collateral Agent will become bound by all the obligations of the Collateral Agent and become entitled to all the rights, privileges, powers, authorities and discretions of the Collateral Agent under this Agreement, (ii) the agency of the retiring Collateral Agent will terminate (but without prejudice to any liabilities which the retiring Collateral Agent may have incurred prior to the termination of its agency) and (iii) the retiring Collateral Agent will be discharged from any further liability or obligation under or in connection with this Agreement or the other Security Documents.
(vi) The retiring Collateral Agent will cooperate with the successor Collateral Agent in order to ensure that its functions are transferred to the successor Collateral Agent without disruption to the service provided to the Second Lien Agents, the Secured Parties and the Company and will promptly make available to the successor Collateral Agent the documents and records which have been maintained in connection with this Agreement and the other Security Documents in order that the successor Collateral Agent is able to discharge its functions. The retiring Collateral Agent shall have no responsibility or liability for the actions of the successor Collateral Agent.
(vii) The Collateral Agent may resign its appointment upon appointment of a successor Collateral Agent and such successor Collateral Agent having accepted the role of the Collateral Agent under this Agreement. Any such new appointment and all powers to be granted to the Collateral Agent will be granted pursuant to an accession agreement satisfactory to the Company and the Applicable Authorized Second Lien Representative.
(viii) The provisions of this Agreement will shall continue in effect for the its benefit of any retiring Collateral Agent in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent. If no successor has accepted appointment as Collateral Agent by the date which is thirty (30) days following a retiring Collateral Agent’s notice of resignation or any notice of Collateral Agent’s removal, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Purchasers appoint a successor agent as provided for above. In the event occurring before that a new Collateral Agent is appointed and such Collateral Agent is not an Affiliate of the termination holders of a majority in interest of the Notes, then the Issuer shall agree to pay to such Collateral Agent the fees and expenses (such fees to be payable annually in advance) that such Collateral Agent may reasonably request in connection with its agencyappointment and service.
Appears in 1 contract
Resignation of Collateral Agent. (i) Subject to clause (vii) the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign its appointment under this Agreement at any time by giving notice thereof to the Company and the Purchase Contract Agent as Attorney-in-fact for the Holders of Securities, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the Authorized Second Lien Representatives and immediately preceding sentence. Upon any such resignation or removal, the Company.
(ii) A Company shall have the right to appoint a successor Collateral Agent shall be selected (x) by the retiring Collateral Agent nominating one of its Affiliates, following consultation with the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Companyor Custodial Agent, as the case may be. If no successor Collateral Agent in its notice of resignationor Custodial Agent, (y) if as the retiring Collateral Agent makes no case may be, shall have been so appointed and shall have accepted such nomination, by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company or (z) if a Collateral Agent is not appointed pursuant to sub clause (x) or (y) above appointment within 30 days after the retiring Collateral Agent's or Custodial Agent's giving of such notice of resignationresignation or such removal, then the retiring Collateral Agent or Custodial Agent, as the case may (at the expense of the Grantors)be, at its option, may petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent or Custodial Agent, which must as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a bank which has an office or trust company that has agency in New York, New York with a combined capital and surplus of at least $50,000,000.
(iii) The . Upon the acceptance of any appointment of the as Collateral Agent or Custodial Agent, as the case may be terminated at any time be, hereunder by the Applicable Authorized Second Lien Representative on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by or Custodial Agent, as the Applicable Authorized Second Lien Representative andcase may be, so long as no Event of Default has occurred such successor shall thereupon succeed to and is continuingbecome vested with all the rights, the Company.
(iv) If (x) the Collateral Agent shall cease to be a bank or trust company that has a combined capital powers, privileges and surplus of at least $50,000,000 and shall fail to resign after written request therefor by the Company, or (y) the Collateral Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, and, so long as no Event of Default has occurred and is continuing, the appointment of the Collateral Agent may be terminated at any time by the Company on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(v) The resignation or termination duties of the retiring Collateral Agent and the appointment of the successor Collateral Agent will become effective only upon the successor Collateral Agent accepting its appointment as Collateral or Custodial Agent, as the case may be, and upon the execution of all documents necessary to substitute the successor as holder of the security comprised in the Security Documents, if any, at which time, (i) the successor Collateral Agent will become bound by all the obligations of the Collateral Agent and become entitled to all the rights, privileges, powers, authorities and discretions of the Collateral Agent under this Agreement, (ii) the agency of the retiring Collateral Agent will terminate or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (but without prejudice including the Collateral) to any liabilities which the retiring Collateral Agent may have incurred prior to the termination of its agency) and (iii) the retiring Collateral Agent will be discharged from any further liability or obligation under or in connection with this Agreement or the other Security Documents.
(vi) The retiring Collateral Agent will cooperate with the successor Collateral Agent in order to ensure that its functions are transferred to the successor Collateral Agent without disruption to the service provided to the Second Lien Agents, the Secured Parties and the Company and will promptly make available to the successor Collateral Agent the documents and records which have been maintained in connection with this Agreement and the other Security Documents in order that the successor Collateral Agent is able to discharge its functionssuch successor. The retiring Collateral Agent shall have no responsibility or liability for the actions of the successor Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent.
(vii) The 's or Custodial Agent's resignation hereunder as Collateral Agent may resign its appointment upon appointment of a successor Collateral Agent and such successor Collateral Agent having accepted or Custodial Agent, the role of the Collateral Agent under this Agreement. Any such new appointment and all powers to be granted to the Collateral Agent will be granted pursuant to an accession agreement satisfactory to the Company and the Applicable Authorized Second Lien Representative.
(viii) The provisions of this Agreement will Section 8.8 shall continue in effect for the its benefit of any retiring Collateral Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or any event occurring before Custodial Agent. Any resignation or removal of the termination Collateral Agent hereunder shall be deemed for all purposes of its agencythis Agreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary.
Appears in 1 contract
Samples: Pledge Agreement (Semco Energy Inc)
Resignation of Collateral Agent. (i) Subject to clause (vii) the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign its appointment under this Agreement at any time by giving notice thereof to the Company and the Purchase Contract Agent as attorney-in-fact for the Holders of Units, (b) the Collateral Agent and the Custodial Agent may be removed at any time for any reason by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the Authorized Second Lien Representatives and immediately preceding sentence. Upon any such resignation or removal, the Company.
(ii) A Company shall have the right to appoint a successor Collateral Agent shall be selected (x) by the retiring Collateral Agent nominating one of its Affiliates, following consultation with the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Companyor Custodial Agent, as the case may be. If no successor Collateral Agent in its notice of resignationor Custodial Agent, (y) if as the retiring Collateral Agent makes no case may be, shall have been so appointed and shall have accepted such nomination, by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company or (z) if a Collateral Agent is not appointed pursuant to sub clause (x) or (y) above appointment within 30 days after the retiring Collateral Agent's or Custodial Agent's giving of such notice of resignationresignation or such removal, then the retiring Collateral Agent or Custodial Agent, as the case may (be, may at the Company's expense of the Grantors), at its option, petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent or Custodial Agent, which must as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a bank or trust company that which has an office in New York, New York with a combined capital and surplus of at least $50,000,000.
(iii) The . Upon the acceptance of any appointment of the as Collateral Agent or Custodial Agent, as the case may be terminated at any time be, hereunder by the Applicable Authorized Second Lien Representative on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by or Custodial Agent, as the Applicable Authorized Second Lien Representative andcase may be, so long as no Event of Default has occurred such successor shall thereupon succeed to and is continuingbecome vested with all the rights, the Company.
(iv) If (x) the Collateral Agent shall cease to be a bank or trust company that has a combined capital powers, privileges and surplus of at least $50,000,000 and shall fail to resign after written request therefor by the Company, or (y) the Collateral Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, and, so long as no Event of Default has occurred and is continuing, the appointment of the Collateral Agent may be terminated at any time by the Company on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(v) The resignation or termination duties of the retiring Collateral Agent and the appointment of the successor Collateral Agent will become effective only upon the successor Collateral Agent accepting its appointment as Collateral or Custodial Agent, as the case may be, and upon the execution of all documents necessary to substitute the successor as holder of the security comprised in the Security Documents, if any, at which time, (i) the successor Collateral Agent will become bound by all the obligations of the Collateral Agent and become entitled to all the rights, privileges, powers, authorities and discretions of the Collateral Agent under this Agreement, (ii) the agency of the retiring Collateral Agent will terminate or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (but without prejudice including the Collateral) to any liabilities which the retiring Collateral Agent may have incurred prior to the termination of its agency) and (iii) the retiring Collateral Agent will be discharged from any further liability or obligation under or in connection with this Agreement or the other Security Documents.
(vi) The retiring Collateral Agent will cooperate with the successor Collateral Agent in order to ensure that its functions are transferred to the successor Collateral Agent without disruption to the service provided to the Second Lien Agents, the Secured Parties and the Company and will promptly make available to the successor Collateral Agent the documents and records which have been maintained in connection with this Agreement and the other Security Documents in order that the successor Collateral Agent is able to discharge its functionssuch successor. The retiring Collateral Agent shall have no responsibility or liability for the actions of the successor Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent.
(vii) The 's or Custodial Agent's resignation hereunder as Collateral Agent may resign its appointment upon appointment of a successor Collateral Agent and such successor Collateral Agent having accepted or Custodial Agent, the role of the Collateral Agent under this Agreement. Any such new appointment and all powers to be granted to the Collateral Agent will be granted pursuant to an accession agreement satisfactory to the Company and the Applicable Authorized Second Lien Representative.
(viii) The provisions of this Agreement will Section 8.8 shall continue in effect for the its benefit of any retiring Collateral Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or any event occurring before Custodial Agent. Any resignation or removal of the termination Collateral Agent hereunder shall be deemed for all purposes of its agencythis Agreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary.
Appears in 1 contract
Resignation of Collateral Agent. (i) Subject to clause (vii) the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign its appointment under this Agreement at any time by giving notice thereof to the Company and the Purchase Contract Agent as attorney-in-fact for the Holders of Securities, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the Authorized Second Lien Representatives and immediately preceding sentence. Upon any such resignation or removal, the Company.
(ii) A Company shall have the right to appoint a successor Collateral Agent shall be selected (x) by the retiring Collateral Agent nominating one of its Affiliates, following consultation with the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Companyor Custodial Agent, as the case may be. If no successor Collateral Agent in its notice of resignationor Custodial Agent, (y) if as the retiring Collateral Agent makes no case may be, shall have been so appointed and shall have accepted such nomination, by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company or (z) if a Collateral Agent is not appointed pursuant to sub clause (x) or (y) above appointment within 30 days after the retiring Collateral Agent's or Custodial Agent's giving of such notice of resignationresignation or such removal, then the retiring Collateral Agent or Custodial Agent, as the case may (at the expense of the Grantors)be, at its option, may petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent or Custodial Agent, which must as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a bank or trust company that which has an office in ___________________________________ with a combined capital and surplus of at least $50,000,000.
(iii) The _____________. Upon the acceptance of any appointment of the as Collateral Agent or Custodial Agent, as the case may be terminated at any time be, hereunder by the Applicable Authorized Second Lien Representative on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by or Custodial Agent, as the Applicable Authorized Second Lien Representative andcase may be, so long as no Event of Default has occurred such successor shall thereupon succeed to and is continuingbecome vested with all the rights, the Company.
(iv) If (x) the Collateral Agent shall cease to be a bank or trust company that has a combined capital powers, privileges and surplus of at least $50,000,000 and shall fail to resign after written request therefor by the Company, or (y) the Collateral Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, and, so long as no Event of Default has occurred and is continuing, the appointment of the Collateral Agent may be terminated at any time by the Company on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(v) The resignation or termination duties of the retiring Collateral Agent and the appointment of the successor Collateral Agent will become effective only upon the successor Collateral Agent accepting its appointment as Collateral or Custodial Agent, as the case may be, and upon the execution of all documents necessary to substitute the successor as holder of the security comprised in the Security Documents, if any, at which time, (i) the successor Collateral Agent will become bound by all the obligations of the Collateral Agent and become entitled to all the rights, privileges, powers, authorities and discretions of the Collateral Agent under this Agreement, (ii) the agency of the retiring Collateral Agent will terminate or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (but without prejudice including the Collateral) to any liabilities which the retiring Collateral Agent may have incurred prior to the termination of its agency) and (iii) the retiring Collateral Agent will be discharged from any further liability or obligation under or in connection with this Agreement or the other Security Documents.
(vi) The retiring Collateral Agent will cooperate with the successor Collateral Agent in order to ensure that its functions are transferred to the successor Collateral Agent without disruption to the service provided to the Second Lien Agents, the Secured Parties and the Company and will promptly make available to the successor Collateral Agent the documents and records which have been maintained in connection with this Agreement and the other Security Documents in order that the successor Collateral Agent is able to discharge its functionssuch successor. The retiring Collateral Agent shall have no responsibility or liability for the actions of the successor Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent.
(vii) The 's or Custodial Agent's resignation hereunder as Collateral Agent may resign its appointment upon appointment of a successor Collateral Agent and such successor Collateral Agent having accepted or Custodial Agent, the role of the Collateral Agent under this Agreement. Any such new appointment and all powers to be granted to the Collateral Agent will be granted pursuant to an accession agreement satisfactory to the Company and the Applicable Authorized Second Lien Representative.
(viii) The provisions of this Agreement will Section 8 shall continue in effect for the its benefit of any retiring Collateral Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or any event occurring before Custodial Agent. Any resignation or removal of the termination Collateral Agent hereunder shall be deemed for all purposes of its agencythis Agreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary.
Appears in 1 contract
Resignation of Collateral Agent. (i) Subject to clause (vii) the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign its appointment under this Agreement at any time by giving written notice thereof to the Authorized Second Lien Representatives Company and the Company.
(ii) A successor Collateral Purchase Contract Agent shall be selected (x) by as attorney-in-fact for the retiring Collateral Agent nominating one Holders of its Affiliates, following consultation with the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company, as successor Collateral Agent in its notice of resignationSecurities, (yb) if the retiring Collateral Agent makes no such nomination, by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company or (z) if a Collateral Agent is not appointed pursuant to sub clause (x) or (y) above within 30 days after the giving of such notice of resignation, the Collateral Agent may (at the expense of the Grantors), at its option, petition a court of competent jurisdiction for appointment of a successor Collateral Agent, which must be a bank or trust company that has a combined capital and surplus of at least $50,000,000.
(iii) The appointment of the Collateral Agent may be terminated at any time by the Applicable Authorized Second Lien Representative on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(iv) If (x) the Collateral Agent shall cease to be a bank or trust company that has a combined capital and surplus of at least $50,000,000 and shall fail to resign after written request therefor by the Company, or (y) the Collateral Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, and, so long as no Event of Default has occurred and is continuing, the appointment of the Collateral Custodial Agent may be terminated removed at any time by the Company on at least 30 days’ prior written notice being given to and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the immediately preceding sentence. Upon any such resignation or removal, the Company shall have the right to appoint a successor Collateral Agent or Custodial Agent, as the case may be. If no successor Collateral Agent or Custodial Agent, as the case may be, shall have been so appointed by and shall have accepted such appointment within 30 days after the Applicable Authorized Second Lien Representative and, so long as no Event retiring Collateral Agent's or Custodial Agent's giving of Default has occurred and is continuing, the Company.
(v) The notice of resignation or termination of such removal, then the retiring Collateral Agent and the appointment of the successor Collateral Agent will become effective only upon the successor Collateral Agent accepting its appointment as Collateral or Custodial Agent, and upon as the execution case may be, may petition any court of all documents necessary to substitute the successor as holder of the security comprised in the Security Documents, if any, at which time, (i) the successor Collateral Agent will become bound by all the obligations of the Collateral Agent and become entitled to all the rights, privileges, powers, authorities and discretions of the Collateral Agent under this Agreement, (ii) the agency of the retiring Collateral Agent will terminate (but without prejudice to any liabilities which the retiring Collateral Agent may have incurred prior to the termination of its agency) and (iii) the retiring Collateral Agent will be discharged from any further liability or obligation under or in connection with this Agreement or the other Security Documents.
(vi) The retiring Collateral Agent will cooperate with the successor Collateral Agent in order to ensure that its functions are transferred to the successor Collateral Agent without disruption to the service provided to the Second Lien Agents, the Secured Parties and the Company and will promptly make available to the successor Collateral Agent the documents and records which have been maintained in connection with this Agreement and the other Security Documents in order that the successor Collateral Agent is able to discharge its functions. The retiring Collateral Agent shall have no responsibility or liability competent jurisdiction for the actions of the successor Collateral Agent.
(vii) The Collateral Agent may resign its appointment upon appointment of a successor Collateral Agent and such successor Collateral Agent having accepted or Custodial Agent, as the role case may be. Each of the Collateral Agent under this Agreementand the Custodial Agent shall be a bank which has an office in New York, New York wixx x xxxxxxxx xxxxxxx xxx xxxxxxx xx xx xxxxx $00,000,000. Any such new Xxxx xhe acceptance of any appointment and all powers to be granted to the as Collateral Agent will be granted pursuant or Custodial Agent, as the case may be, hereunder by a successor Collateral Agent or Custodial Agent, as the case may be, such successor shall thereupon succeed to an accession agreement satisfactory to and become vested with all the Company rights, powers, privileges and duties of the retiring Collateral Agent or Custodial Agent, as the case may be, and the Applicable Authorized Second Lien Representative.
retiring Collateral Agent or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (viiiincluding the Collateral) to such successor. The retiring Collateral Agent or Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent's or Custodial Agent's resignation hereunder as Collateral Agent or Custodial Agent, the provisions of this Agreement will Article VIII shall continue in effect for the its benefit of any retiring Collateral Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or any event occurring before Custodial Agent. Any resignation or removal of the termination Collateral Agent hereunder shall be deemed for all purposes of its agencythis Agreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary.
Appears in 1 contract
Samples: Pledge Agreement (Txu Capital Iv)
Resignation of Collateral Agent. (i) Subject to clause (vii) the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign its appointment under this Agreement at any time by giving not less than 20 days prior notice thereof to the Company and the Forward Purchase Contract Agent as attorney-in-fact for the Holders of Income PRIDES or Growth PRIDES, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Forward Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Forward Purchase Contract Agent. The Forward Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the Authorized Second Lien Representatives and immediately preceding sentence. Upon any such resignation or removal, the Company.
(ii) A Company shall have the right to appoint a successor Collateral Agent shall be selected (x) by the retiring Collateral Agent nominating one of its Affiliates, following consultation with the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Companyor Custodial Agent, as the case may be. If no successor Collateral Agent in its notice of resignationor Custodial Agent, (y) if as the retiring Collateral Agent makes no case may be, shall have been so appointed and shall have accepted such nomination, by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company or (z) if a Collateral Agent is not appointed pursuant to sub clause (x) or (y) above appointment within 30 days after the retiring Collateral Agent's or Custodial Agent's giving of such notice of resignationresignation or such removal, then the retiring Collateral Agent or Custodial Agent, as the case may (be, may, at the expense of the Grantors), at its optionCompany, petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent or Custodial Agent, which must as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a bank or trust company that which has an office in New York, New York with a combined capital and surplus of at least $50,000,000.
(iii) The 75,000,000. Upon the acceptance of any appointment of the as Collateral Agent or Custodial Agent, as the case may be terminated at any time be, hereunder by the Applicable Authorized Second Lien Representative on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by or Custodial Agent, as the Applicable Authorized Second Lien Representative andcase may be, so long as no Event of Default has occurred such successor shall thereupon succeed to and is continuingbecome vested with all the rights, the Company.
(iv) If (x) the Collateral Agent shall cease to be a bank or trust company that has a combined capital powers, privileges and surplus of at least $50,000,000 and shall fail to resign after written request therefor by the Company, or (y) the Collateral Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, and, so long as no Event of Default has occurred and is continuing, the appointment of the Collateral Agent may be terminated at any time by the Company on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(v) The resignation or termination duties of the retiring Collateral Agent and the appointment of the successor Collateral Agent will become effective only upon the successor Collateral Agent accepting its appointment as Collateral or Custodial Agent, as the case may be, and upon the execution of all documents necessary to substitute the successor as holder of the security comprised in the Security Documents, if any, at which time, (i) the successor Collateral Agent will become bound by all the obligations of the Collateral Agent and become entitled to all the rights, privileges, powers, authorities and discretions of the Collateral Agent under this Agreement, (ii) the agency of the retiring Collateral Agent will terminate or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (but without prejudice including the Collateral) to any liabilities which the retiring Collateral Agent may have incurred prior to the termination of its agency) and (iii) the retiring Collateral Agent will be discharged from any further liability or obligation under or in connection with this Agreement or the other Security Documents.
(vi) The retiring Collateral Agent will cooperate with the successor Collateral Agent in order to ensure that its functions are transferred to the successor Collateral Agent without disruption to the service provided to the Second Lien Agents, the Secured Parties and the Company and will promptly make available to the successor Collateral Agent the documents and records which have been maintained in connection with this Agreement and the other Security Documents in order that the successor Collateral Agent is able to discharge its functionssuch successor. The retiring Collateral Agent shall have no responsibility or liability for the actions of the successor Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent.
(vii) The 's or Custodial Agent's resignation hereunder as Collateral Agent may resign its appointment upon appointment of a successor Collateral Agent and such successor Collateral Agent having accepted or Custodial Agent, the role of the Collateral Agent under this Agreement. Any such new appointment and all powers to be granted to the Collateral Agent will be granted pursuant to an accession agreement satisfactory to the Company and the Applicable Authorized Second Lien Representative.
(viii) The provisions of this Agreement will Article VIII shall continue in effect for the its benefit of any retiring Collateral Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or any event occurring before Custodial Agent. Any resignation or removal of the termination Collateral Agent hereunder shall be deemed for all purposes of its agencythis Agreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary.
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Resignation of Collateral Agent. (i) Subject to clause (vii) the appointment and acceptance of a successor Collateral Agent or Custodial Agent as provided below, (a) the Collateral Agent and the Custodial Agent may resign its appointment under this Agreement at any time by giving notice thereof to the Company and the Purchase Contract Agent as attorney-in-fact for the Holders of Income PRIDES or Growth PRIDES, (b) the Collateral Agent and the Custodial Agent may be removed at any time by the Company and (c) if the Collateral Agent or the Custodial Agent fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent or the Custodial Agent may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent pursuant to clause (c) of the Authorized Second Lien Representatives and immediately preceding sentence. Upon any such resignation or removal, the Company.
(ii) A Company shall have the right to appoint a successor Collateral Agent shall be selected (x) by the retiring Collateral Agent nominating one of its Affiliates, following consultation with the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Companyor Custodial Agent, as the case may be. If no successor Collateral Agent in its notice of resignationor Custodial Agent, (y) if as the retiring Collateral Agent makes no case may be, shall have been so appointed and shall have accepted such nomination, by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company or (z) if a Collateral Agent is not appointed pursuant to sub clause (x) or (y) above appointment within 30 days after the retiring Collateral Agent's or Custodial Agent's giving of such notice of resignationresignation or such removal, then the retiring Collateral Agent or Custodial Agent, as the case may (at the expense of the Grantors)be, at its option, may petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent or Custodial Agent, which must as the case may be. Each of the Collateral Agent and the Custodial Agent shall be a bank or trust company that which has an office in New York, New York with a combined capital and surplus of at least $50,000,000.
(iii) The . Upon the acceptance of any appointment of the as Collateral Agent or Custodial Agent, as the case may be terminated at any time be, hereunder by the Applicable Authorized Second Lien Representative on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by or Custodial Agent, as the Applicable Authorized Second Lien Representative andcase may be, so long as no Event of Default has occurred such successor shall thereupon succeed to and is continuingbecome vested with all the rights, the Company.
(iv) If (x) the Collateral Agent shall cease to be a bank or trust company that has a combined capital powers, privileges and surplus of at least $50,000,000 and shall fail to resign after written request therefor by the Company, or (y) the Collateral Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, and, so long as no Event of Default has occurred and is continuing, the appointment of the Collateral Agent may be terminated at any time by the Company on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the Company.
(v) The resignation or termination duties of the retiring Collateral Agent and the appointment of the successor Collateral Agent will become effective only upon the successor Collateral Agent accepting its appointment as Collateral or Custodial Agent, as the case may be, and upon the execution of all documents necessary to substitute the successor as holder of the security comprised in the Security Documents, if any, at which time, (i) the successor Collateral Agent will become bound by all the obligations of the Collateral Agent and become entitled to all the rights, privileges, powers, authorities and discretions of the Collateral Agent under this Agreement, (ii) the agency of the retiring Collateral Agent will terminate or Custodial Agent, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (but without prejudice including the Collateral) to any liabilities which the retiring Collateral Agent may have incurred prior to the termination of its agency) and (iii) the retiring Collateral Agent will be discharged from any further liability or obligation under or in connection with this Agreement or the other Security Documents.
(vi) The retiring Collateral Agent will cooperate with the successor Collateral Agent in order to ensure that its functions are transferred to the successor Collateral Agent without disruption to the service provided to the Second Lien Agents, the Secured Parties and the Company and will promptly make available to the successor Collateral Agent the documents and records which have been maintained in connection with this Agreement and the other Security Documents in order that the successor Collateral Agent is able to discharge its functionssuch successor. The retiring Collateral Agent shall have no responsibility or liability for the actions of the successor Custodial Agent shall, upon such succession, be discharged from its duties and obligations as Collateral Agent or Custodial Agent hereunder. After any retiring Collateral Agent.
(vii) The 's or Custodial Agent's resignation hereunder as Collateral Agent may resign its appointment upon appointment of a successor Collateral Agent and such successor Collateral Agent having accepted or Custodial Agent, the role of the Collateral Agent under this Agreement. Any such new appointment and all powers to be granted to the Collateral Agent will be granted pursuant to an accession agreement satisfactory to the Company and the Applicable Authorized Second Lien Representative.
(viii) The provisions of this Agreement will Section 8.8 shall continue in effect for the its benefit of any retiring Collateral Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent or any event occurring before the termination of its agency.Custodial
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Samples: Pledge Agreement (Ace LTD)
