Successor Collateral Agent. Upon the resignation or removal of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 10 contracts
Samples: Sale and Servicing Agreement (Prudential Securities Secured Financing Corp), Sale and Servicing Agreement (Prudential Securities Secured Financing Corp), Sale and Servicing Agreement (Prudential Securities Secured Financing Corp)
Successor Collateral Agent. Upon Collateral Agent may resign at any time by delivering notice of such resignation to the resignation or removal Lenders and Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of the this Section 7 of this Exhibit B. If Collateral AgentAgent delivers any such notice, the Indenture Trustee may Required Lenders shall have the right to appoint a successor Collateral Agent. If, with after 30 days after the written approval date of the Note Insurer; providedretiring Collateral Agent’s notice of resignation, howeverno successor Collateral Agent has been appointed by the Required Lenders and has accepted such appointment, that then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iv) subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, its rights as the case may be, shall assume the duties of the Collateral Agent hereunderunder the Loan Documents. Any Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereundersucceed to, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agentvested with, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerLoan Documents.
Appears in 8 contracts
Samples: Loan and Security Agreement (Rezolute, Inc.), Loan and Security Agreement (Neuronetics, Inc.), Loan and Security Agreement (scPharmaceuticals Inc.)
Successor Collateral Agent. Upon Collateral Agent may resign at any time by delivering notice of such resignation to the resignation or removal Lenders and Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of the this Section 7 of this Exhibit B. If Collateral AgentAgent delivers any such notice, the Indenture Trustee may Required Lenders shall have the right to appoint a successor Collateral Agent. If, with after 30 days after the written approval date of the Note Insurer; providedretiring Collateral Agent’s notice of resignation, howeverno successor Collateral Agent has been appointed by the Required Lenders that has accepted such appointment, that then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iv) subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, its rights as the case may be, shall assume the duties of the Collateral Agent hereunderunder the Loan Documents. Any Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereundersucceed to, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agentvested with, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerLoan Documents.
Appears in 7 contracts
Samples: Loan and Security Agreement (Axcella Health Inc.), Loan and Security Agreement (scPharmaceuticals Inc.), Loan and Security Agreement (scPharmaceuticals Inc.)
Successor Collateral Agent. Upon The Collateral Agent may, and at the resignation or removal request of the Majority Buyers shall, resign as Collateral AgentAgent upon 30 days’ notice to the Buyers. If the Collateral Agent resigns under this Agreement, the Indenture Trustee may Majority Buyers shall appoint from among the Buyers a successor Collateral Agentagent for the Buyers, with the written approval of the Note Insurer; provided, however, that the which successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and agent shall be approved by the Note InsurerCompany, such approval not to be unreasonably withheld. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any If no successor Collateral Agent agent is appointed as provided in this Section 9.08 shall execute, acknowledge and deliver prior to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event date of the resignation of the Collateral Agent, the Collateral Agent may appoint, after consulting with the Buyers and the Company, a successor agent from among the Buyers. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall be for succeed to all the account rights, powers and duties of the Servicer in retiring Collateral Agent and the event of the removal of the term “Collateral Agent. No successor Collateral Agent ” shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance mean such successor agent and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be eligible under the provisions of Section 9.06terminated. Upon acceptance of appointment by a successor After any retiring Collateral Agent Agent’s resignation hereunder as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. If no successor agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall cause such notice to be mailed at nevertheless thereupon become effective and the expense Buyers shall perform all of the Servicerduties of the Collateral Agent hereunder until such time, if any, as the Majority Buyers appoint a successor agent as provided for above.
Appears in 6 contracts
Samples: Company Security Agreement (Boldface Group, Inc.), Newco Security Agreement (Boldface Group, Inc.), Company Security Agreement (Max Cash Media Inc)
Successor Collateral Agent. Upon the resignation or removal of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval of the Note InsurerServicer; provided, however, that the successor Collateral Agent so appointed shall satisfy the eligibility criteria set forth in Section 10.06 hereof, shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note InsurerServicer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 10.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Back-up Servicer, the Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture of the Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 10.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.0610.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.0810.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders Certificateholders at their addresses as shown in the Note Certificate Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (CSFB Mortgage Sec Corp Abfs Mort Ln Tr 2002-3), Pooling and Servicing Agreement (American Business Financial Services Inc /De/), Pooling and Servicing Agreement (Abfs Mort Loan Trust 2002-4 Mort Pass Thru Cert Ser 2002-4)
Successor Collateral Agent. Upon The Collateral Agent acting hereunder at any time may resign by an instrument in writing addressed and delivered to the resignation or removal Company and Financial Security. If the Collateral Agent is also the Indenture Trustee and, as such, determines that it has a conflicting interest on account of the its acting as Collateral Agent, the Collateral Agent shall eliminate such conflicting interest by resigning as Collateral Agent hereunder rather than resigning as Indenture Trustee may Trustee. Financial Security shall appoint a successor to the Collateral Agent, Agent upon any such resignation by an instrument of substitution complying with the written approval requirements of applicable law, or, in the Note Insurerabsence of any such requirements, without formality other than appointment and designation in writing, a copy of which instrument or writing shall be sent to the Company; provided, however, that the validity of any such appointment shall not be impaired or affected by any failure to give any such notice to the Company or by any defect therein. Upon the making and acceptance of such appointment, the execution and delivery by such successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known of a ratifying instrument pursuant to a Responsible Officer of the Indenture Trustee which such successor Collateral Agent agrees to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties and obligations imposed on the Collateral Agent by the terms of this Agreement, and the delivery to such successor Collateral Agent of the Collateral Agent hereunder. Any and related documents then held by the retiring Collateral Agent, such successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge thereupon succeed to and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the estate, rights, powers, remedies, privileges, immunities, indemnities, duties and obligations of its predecessor hereunder, with hereby granted to or conferred or imposed upon the like effect as if originally named as Collateral Agent named herein, and one such appointment and designation shall not exhaust the right to appoint and designate further successor Collateral Agents hereunder. The predecessor No Collateral Agent shall deliver be discharged from its duties or obligations hereunder until the Collateral and related documents then held by such Collateral Agent shall have been transferred and delivered to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor such retiring Collateral Agent shall execute have executed and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer delivered to the successor Collateral Agent shall be for appropriate instruments establishing the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided the record holder of all liens and security interests in favor of Financial Security in the Collateral and transferring to such successor Collateral Agent all power given to it by the Indenture Trustee to act as attorney-in-fact of the Indenture Trustee for purposes of this Section 9.08 unless at the time of such acceptance Agreement. Each such successor Collateral Agent shall be eligible under provide the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer Company and Financial Security with its address (which shall mail notice of the succession of thereupon become such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent's Notice Address for purposes of this Agreement), the successor Collateral Agent shall cause such notice and its telephone, Telex, TWX and telecopier numbers, to be mailed at used for purposes of Section 7.02 hereof, in a notice complying with the expense terms of the Servicersaid Section.
Appears in 5 contracts
Samples: Indemnity and Pledge Agreement (WFS Financial 1997-D Owner Trust), Insurance, Indemnity and Pledge Agreement (WFS Financial 1997-C Owner Trust), Indemnity and Pledge Agreement (WFS Financial Auto Loans Inc)
Successor Collateral Agent. Upon Collateral Agent may resign at any time by delivering notice of such resignation to the resignation or removal Lenders and Xxxxxxxx, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of the this Section 7 of this Exhibit B. If Collateral AgentAgent delivers any such notice, the Indenture Trustee may Required Lenders shall have the right to appoint a successor Collateral Agent. If, with after 30 days after the written approval date of the Note Insurer; providedretiring Collateral Agent’s notice of resignation, howeverno successor Collateral Agent has been appointed by the Required Xxxxxxx and has accepted such appointment, that then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iv) subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, its rights as the case may be, shall assume the duties of the Collateral Agent hereunderunder the Loan Documents. Any Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereundersucceed to, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agentvested with, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerLoan Documents.
Appears in 4 contracts
Samples: Loan and Security Agreement (Neuronetics, Inc.), Loan and Security Agreement (Neuronetics, Inc.), Loan and Security Agreement (Neuronetics, Inc.)
Successor Collateral Agent. Upon Collateral Agent may resign at any time by delivering notice of such resignation to the resignation or removal Lenders and Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of the this Section 7 of this Annex I. If Collateral AgentAgent delivers any such notice, the Indenture Trustee may Required Lenders shall have the right to appoint a successor Collateral Agent. If, with after 30 days after the written approval date of the Note Insurer; providedretiring Collateral Agent’s notice of resignation, howeverno successor Collateral Agent has been appointed by the Required Lenders that has accepted such appointment, that then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iv) subject to its rights under Section 2(b) of this Annex I, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, its rights as the case may be, shall assume the duties of the Collateral Agent hereunderunder the Loan Documents. Any Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereundersucceed to, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agentvested with, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerLoan Documents.
Appears in 4 contracts
Samples: Loan and Security Agreement (Eiger BioPharmaceuticals, Inc.), Loan and Security Agreement (Celcuity Inc.), Loan and Security Agreement (Exagen Inc.)
Successor Collateral Agent. Upon The Collateral Agent may, upon thirty (30) Business Days’ prior written notice to the resignation Borrower, the Servicer, the Lenders, the Backup Servicer or removal any other successor Servicer, as applicable, the Custodian and the Lenders’ Bank resign as Collateral Agent; provided, that each Lender agrees to become the successor Collateral Agent in such capacity hereunder in accordance with the next sentence with the approval of the Controlling Holders. If the Collateral Agent resigns under this Agreement, then the Controlling Holders during such period shall appoint from among the Lenders a successor collateral agent, whereupon such successor agent shall succeed to the rights, powers and duties of such Collateral Agent, and the term “Collateral Agent”, shall mean such successor agent, effective upon its acceptance of such appointment and its delivery of a duly executed counterpart of this Agreement and an acknowledgment to the Collateral Agent, the Indenture Trustee may appoint a successor and such former Collateral Agent’s rights, powers and duties as Collateral Agent, with shall be terminated, without any other or further act or deed on the written approval part of such former agent or any of the Note Insurerparties to this Agreement; provided, however, that if Xxxxxx Xxxxxxx resigns as Collateral Agent, RBS shall have the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known option to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunderupon the effectiveness of such resignation. Any After such retiring agent’s resignation hereunder as Collateral Agent, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent, under this Agreement. Notice of the appointment of a successor Collateral Agent, shall be provided by the resigning Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver the new Collateral Agent to the Trust, the Depositor, the Note InsurerBorrower, the Servicer, the Indenture Trustee Lenders, the Backup Servicer or other successor Servicer, the Custodian and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Lenders’ Bank. Such resigning Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, cooperate with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to Custodian and the successor Collateral Agent all Indenture Trustee's Mortgage Files in order to transfer is rights and related documents and statements held by it hereunder, and the Servicer and the predecessor obligations as Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer hereunder to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under (including, in order to transfer, assign and perfect the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession security interest of such Collateral Agent hereunder to all Noteholders at their addresses as shown for the benefit of the Secured Parties in the Note Register Collateral, and to hereby authorizes the Rating Agencies. If filing of all financing statement and/or the Servicer fails to mail such notice within ten (10) days after acceptance recordation of appointment by all certificates, instruments or other records necessary under the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense laws of the Servicerany applicable state).
Appears in 4 contracts
Samples: Receivables Loan and Security Agreement (LEAF Equipment Leasing Income Fund III, L.P.), Receivables Loan and Security Agreement and Waiver (LEAF Equipment Leasing Income Fund III, L.P.), Receivables Loan and Security Agreement and Waiver (LEAF Equipment Finance Fund 4, L.P.)
Successor Collateral Agent. Upon Collateral Agent may resign as Collateral Agent upon ten (10) days’ notice to the resignation Lenders and Borrower. If Collateral Agent resigns under this Agreement, all Lenders shall appoint from among the Lenders (or removal of the Collateral Agent, the Indenture Trustee may appoint affiliates thereof) a successor Collateral AgentAgent for the Lenders, with the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the which successor Collateral Agent shall (unless an Event of Default has occurred and is continuing) be for subject to the account approval of the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor Collateral Agent in is appointed prior to the event effective date of the resignation of the Collateral Agent, Collateral Agent may appoint, after consulting with the Lenders and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No upon notice to Borrower, a successor Collateral Agent shall accept from among the Lenders (or the affiliates thereof). Upon the acceptance of its appointment as provided in this Section 9.08 unless at successor Collateral Agent hereunder, the time of such acceptance Person acting as such successor Collateral Agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent and the respective term “Collateral Agent” means such successor Collateral Agent and the retiring Collateral Agent’s appointment, powers and duties in such capacities shall be eligible under terminated without any other further act or deed on its behalf. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Article 13 and Section 9.0612.1 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. Upon acceptance of appointment by a If no successor Collateral Agent has accepted appointment as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in by the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within date ten (10) days after acceptance of appointment by the successor following a retiring Collateral Agent’s notice of resignation, the successor retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Collateral Agent shall cause hereunder until such notice to be mailed at time, if any, as the expense of the ServicerLenders appoint a successor agent as provided for above.
Appears in 4 contracts
Samples: Loan and Security Agreement (Enphase Energy, Inc.), Loan and Security Agreement (Enphase Energy, Inc.), Loan and Security Agreement (Enphase Energy, Inc.)
Successor Collateral Agent. Upon The Collateral Agent may, and at the resignation or removal request of the Majority Holders shall, resign as Collateral AgentAgent upon 30 days’ notice to the Holders. If the Collateral Agent resigns under this Agreement, the Indenture Trustee may Majority Holders shall appoint from among the Holders a successor Collateral Agentagent for the Holders, with the written approval of the Note Insurer; provided, however, that the which successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and agent shall be approved by the Note InsurerCompany, such approval not to be unreasonably withheld. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any If no successor Collateral Agent agent is appointed as provided in this Section 9.08 shall execute, acknowledge and deliver prior to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event date of the resignation of the Collateral Agent, the Collateral Agent may appoint, after consulting with the Holders and the Company, a successor agent from among the Holders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall be for succeed to all the account rights, powers and duties of the Servicer in retiring Collateral Agent and the event of the removal of the term “Collateral Agent. No successor Collateral Agent ” shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance mean such successor agent and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be eligible under the provisions of Section 9.06terminated. Upon acceptance of appointment by a successor After any retiring Collateral Agent Agent’s resignation hereunder as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. If no successor agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall cause such notice to be mailed at nevertheless thereupon become effective and the expense Holders shall perform all of the Servicerduties of the Collateral Agent hereunder until such time, if any, as the Majority Holders appoint a successor agent as provided for above.
Appears in 3 contracts
Samples: Security Agreement (Grom Social Enterprises, Inc.), Security Agreement (Thompson Designs Inc), Security Agreement (Gelia Group, Corp.)
Successor Collateral Agent. Upon The Collateral Agent acting hereunder at any time may resign by an instrument in writing addressed and delivered to WFSRC and Financial Security. If the resignation or removal Collateral Agent is also the Indenture Trustee and, as such, determines that it has a conflicting interest on account of the its acting as Collateral Agent, the Collateral Agent shall eliminate such conflicting interest by resigning as Collateral Agent hereunder rather than resigning as Indenture Trustee may Trustee. Financial Security shall appoint a successor to the Collateral Agent, Agent upon any such resignation by an instrument of substitution complying with the written approval requirements of applicable law, or, in the Note Insurerabsence of any such requirements, without formality other than appointment and designation in writing, a copy of which instrument or writing shall be sent to WFSRC; provided, however, that the validity of any such appointment shall not be impaired or affected by any failure to give any such notice to WFSRC or by any defect therein. Upon the making and acceptance of such appointment, the execution and delivery by such successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known of a ratifying instrument pursuant to a Responsible Officer of the Indenture Trustee which such successor Collateral Agent agrees to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties and obligations imposed on the Collateral Agent by the terms of this Agreement, and the delivery to such successor Collateral Agent of the Collateral Agent hereunder. Any and related documents then held by the retiring Collateral Agent, such successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge thereupon succeed to and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the estate, rights, powers, remedies, privileges, immunities, indemnities, duties and obligations of its predecessor hereunder, with hereby granted to or conferred or imposed upon the like effect as if originally named as Collateral Agent named herein, and one such appointment and designation shall not exhaust the right to appoint and designate further successor Collateral Agents hereunder. The predecessor No Collateral Agent shall deliver be discharged from its duties or obligations hereunder until the Collateral and related documents then held by such Collateral Agent shall have been transferred and delivered to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor such retiring Collateral Agent shall execute have executed and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer delivered to the successor Collateral Agent shall be for appropriate instruments establishing the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided the record holder of all liens and security interests in favor of Financial Security in the Collateral and transferring to such successor Collateral Agent all power given to it by the Indenture Trustee to act as attorney-in-fact of the Indenture Trustee for purposes of this Section 9.08 unless at the time of such acceptance Agreement. Each such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer provide WFSRC and Financial Security with its address (which shall mail notice of the succession of thereupon become such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent's Notice Address for purposes of this Agreement), the successor Collateral Agent shall cause such notice and its telephone, Telex, TWX and telecopier numbers, to be mailed at used for purposes of Section 7.02 hereof, in a notice complying with the expense terms of the Servicersaid Section.
Appears in 3 contracts
Samples: Indemnity and Pledge Agreement (WFS Receivables Corp), Indemnity and Pledge Agreement (WFS Receivables Corp), Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp)
Successor Collateral Agent. Upon Collateral Agent may resign as Collateral Agent upon ten (10) days’ notice to the resignation Lenders. If Collateral Agent resigns under this Agreement, all Lenders shall appoint from among the Lenders (or removal of the Collateral Agent, the Indenture Trustee may appoint affiliates thereof) a successor Collateral AgentAgent for the Lenders, with the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the which successor Collateral Agent shall (unless an Event of Default has occurred and is continuing) be for subject to the account approval of the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor Collateral Agent in is appointed prior to the event effective date of the resignation of the Collateral Agent, and shall be for Collateral Agent may appoint, after consulting with the account of the Servicer in the event of the removal of the Collateral Agent. No Lenders, a successor Collateral Agent shall accept from among the Lenders (or the affiliates thereof). Upon the acceptance of its appointment as provided in this Section 9.08 unless at successor Collateral Agent hereunder, the time of such acceptance Person acting as such successor Collateral Agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent and the respective term “Collateral Agent” means such successor Collateral Agent and the retiring Collateral Agent’s appointment, powers and duties in such capacities shall be eligible under terminated without any other further act or deed on its behalf. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Section 9.06this Article 13 and Sections 2.3(d) and 12.2 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. Upon acceptance of appointment by a If no successor Collateral Agent has accepted appointment as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in by the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within date ten (10) days after acceptance of appointment by the successor following a retiring Collateral Agent’s notice of resignation, the successor retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Collateral Agent shall cause hereunder until such notice to be mailed at time, if any, as the expense of the ServicerLenders appoint a successor agent as provided for above.
Appears in 3 contracts
Samples: Loan and Security Agreement (Supernus Pharmaceuticals Inc), Loan and Security Agreement (Zalicus Inc.), Loan and Security Agreement (Medicinova Inc)
Successor Collateral Agent. Upon Collateral Agent may resign at any time by delivering notice of such resignation to the resignation or removal Lenders and Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of the this Section 7 of this Exhibit B. If Collateral AgentAgent delivers any such notice, the Indenture Trustee may Required Lenders shall have the right to appoint a successor Collateral Agent. If, with after 30 days after the written approval date of the Note Insurer; providedretiring Collateral Agent’s notice of resignation, howeverno successor Collateral Agent has been appointed by the Required Lenders and has accepted such appointment, that then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (d) subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, its rights as the case may be, shall assume the duties of the Collateral Agent hereunderunder the Loan Documents. Any Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereundersucceed to, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agentvested with, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerLoan Documents.
Appears in 3 contracts
Samples: Loan and Security Agreement (Axcella Health Inc.), Loan and Security Agreement (Apollo Endosurgery, Inc.), Loan and Security Agreement (Rubius Therapeutics, Inc.)
Successor Collateral Agent. (a) The Collateral Agent may resign at any time by giving at least 30 days prior written notice thereof to each Loan Party and the Credit Parties. Upon the resignation or removal occurrence and during the continuance of any event of default under any of the Loan Documents, the Required Creditors may remove the Collateral Agent upon not less than 30 days prior written notice thereof to the Collateral Agent, each Loan Party and the Indenture Trustee may Credit Parties. Such resignation or removal shall be effective on the date specified in such notice and, on such date, the resigning or removed Collateral Agent shall be automatically discharged from its duties under this Agreement and the other Loan Documents without requirement of any further action by such resigning or removed Collateral Agent. Upon any such resignation or removal, the Required Creditors shall have the right to appoint a successor Collateral Agent (subject to the approval of the Credit Parties so long as no default or event of default exists under any Loan Document, such approval not be unreasonably withheld or delayed). If no successor Collateral Agent shall have been appointed and shall have accepted such appointment within thirty (30) days after such notice of resignation or removal, then the resigning or removed Collateral Agent, on behalf of the Secured Creditors, may, but shall not be obligated to, appoint a successor Collateral Agent, with the written approval of the Note Insurer; provided, however, that the . If no successor Collateral Agent so shall be appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee have accepted such appointment within thirty (30) days after such notice of resignation or such custodianremoval, as the case any Secured Creditor may be, shall assume the duties apply to any court of the Collateral Agent hereunder. Any competent jurisdiction to appoint a successor Collateral Agent until such time, if any, as a successor Collateral Agent shall have been appointed as provided in this Section 9.08 6.17. Any successor so appointed by such court shall execute, acknowledge immediately and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without further act be superseded by any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held appointed by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment Loan Parties as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer6.17.
Appears in 3 contracts
Samples: Intercreditor and Collateral Agency Agreement, Intercreditor and Collateral Agency Agreement (Stonemor Partners Lp), Intercreditor and Collateral Agency Agreement (Stonemor Partners Lp)
Successor Collateral Agent. Upon The Collateral Agent may resign as Collateral Agent upon 30 days' notice to the resignation or removal other holders of the Notes. If the Collateral AgentAgent resigns under this Agreement, the Indenture Trustee may Required Note Holders shall appoint from among the holders of the Notes a successor Collateral Agent, with Agent for the written approval holders of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the Notes which successor Collateral Agent shall be for consented to by the account Company at all times other than during the existence of an Event of Default (which consent of the Company shall not be unreasonably withheld or delayed). If no successor Collateral Agent in is appointed prior to the event effective date of the resignation of the Collateral Agent, and shall be for the account Collateral Agent may appoint, after consulting with the other holders of the Servicer in Notes and the event of the removal of the Collateral Agent. No Company, a successor Collateral Agent shall accept from among the holders of the Notes. Upon the acceptance of its appointment as provided in this Section 9.08 unless at the time of such acceptance successor Collateral Agent hereunder, such successor Collateral Agent shall be eligible under succeed to all the provisions rights, powers and duties of Section 9.06. Upon acceptance of appointment by a the retiring Collateral Agent and the term "Collateral Agent" shall mean such successor Collateral Agent and the retiring Collateral Agent's appointment, powers and duties as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent shall be terminated. After any retiring Collateral Agent's resignation hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the provisions of this Section 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. If no successor Collateral Agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent's notice of resignation, the retiring Collateral Agent's resignation shall cause such notice to be mailed at nevertheless thereupon become effective and the expense holders of the ServicerNotes shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Note Holders appoint a successor agent as provided for above.
Appears in 3 contracts
Samples: Note Purchase Agreement (Printware Inc), Note Purchase Agreement (St Paul Companies Inc /Mn/), Note Purchase Agreement (Select Comfort Corp)
Successor Collateral Agent. Upon the resignation or removal of the Collateral Agent may resign as Collateral Agent, upon 30 days' notice to the Indenture Trustee may Obligee. If Collateral Agent shall resign as Collateral Agent under this Agreement and the other Transaction Documents, then the Obligee shall appoint a successor Collateral Agentcollateral agent for the Obligee, with the written approval which successor collateral agent, except if an Event of the Note Insurer; providedDefault shall have occurred and be continuing, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodianCompany (which approval shall not be unreasonably withheld), whereupon, effective upon acceptance of its appointment as the case may besuccessor collateral agent, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, collateral agent shall become fully vested with all succeed to the rights, powers, powers and duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor and the term "Collateral Agent Agent" shall deliver to the mean such successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereundercollateral agent, and the Servicer and the predecessor former Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such Agent's rights, powers, powers and duties and obligations. The cost of any such transfer to the successor as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holder of the Secured Instrument. If the Obligee fails to appoint a successor collateral agent for the account of the Collateral Agent in the event of Obligee as provided above within 30 days after the resignation of the Collateral Agent, then Collateral Agent may appoint a successor collateral agent for the Obligee, which successor collateral agent, except if an Event of Default shall have occurred and be continuing, shall be for approved by the account Company (which approval shall not be unreasonably withheld), whereupon, effective upon acceptance of its appointment as successor collateral agent, such successor collateral agent shall succeed to the Servicer in the event rights, powers and duties of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.the
Appears in 3 contracts
Samples: Secured Agreement (Ap-Agc LLC), Secured Agreement (Apollo Real Estate Investment Fund Ii L P), Secured Agreement (Apollo Real Estate Advisors Ii L P)
Successor Collateral Agent. Upon Collateral Agent may resign at any time by delivering notice of such resignation to the resignation or removal Lenders and Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of the this Section 7 of this Exhibit B. If Collateral AgentAgent delivers any such notice, the Indenture Trustee may Required Lenders shall have the right to appoint a successor Collateral Agent. If, with after 30 days after the written approval date of the Note Insurer; providedretiring Collateral Agent’s notice of resignation, howeverno successor Collateral Agent has been appointed by the Required Lenders and has accepted such appointment, that then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Original Lenders, if any, and if none, from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (d) subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, its rights as the case may be, shall assume the duties of the Collateral Agent hereunderunder the Loan Documents. Any Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereundersucceed to, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agentvested with, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerLoan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Cardiva Medical, Inc.), Loan and Security Agreement (Ardelyx, Inc.)
Successor Collateral Agent. Upon The Collateral Agent may resign as Collateral Agent hereunder upon 90 days’ notice to the Payees and the Maker and may be removed at any time, with or without cause, by the Requisite Payees upon 90 days’ notice to the Payees, the Maker and the Collateral Agent. If at any time the Collateral Agent shall resign or be removed as Collateral Agent under this Pledge Agreement, then the Requisite Payees shall appoint a successor agent for the Payees, whereupon such successor agent shall succeed to the rights, powers and duties of the Collateral Agent (any successor agent, a “Successor Collateral Agent”); provided that, so long as no Event of Default has occurred and is continuing, the consent of the Maker shall be required prior to the appointment of any such Successor Collateral Agent, which consent shall not be unreasonably withheld or delayed. If the appointment of such successor shall not have become effective (as hereafter provided) within such ninety-day period after the Collateral Agent’s resignation or upon removal of the Collateral Agent, then (i) the Indenture Trustee Collateral Agent may assign the security interests granted pursuant to the Pledge Agreement and its duties hereunder and under the Pledge Agreement to the Payees, as their interests may appear, and in such case all references herein to “Collateral Agent” shall be deemed to refer to “Requisite Payees” and (ii) the Payees may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent and such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent, with Agent meeting the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided qualifications specified in this Section 9.08 12(g). The Payees hereby consent to such petition and appointment so long as such criteria are met. The term “Collateral Agent” shall execute, acknowledge mean the successor agent effective upon its appointment and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to upon its predecessor Collateral Agent an instrument accepting acceptance of such appointment hereunderappointment, and thereupon the resignation or removal of the predecessor former Collateral Agent’s rights, powers and duties as Collateral Agent shall become effective and such successor Collateral Agentbe terminated, without any other or further actact or deed on the part of such former Collateral Agent or any of the parties to this Pledge Agreement, deed or conveyance, and the Successor Collateral Agent shall succeed to and become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent. The resigning or removed Collateral Agent herein. The predecessor agrees that it shall take all actions and execute all documents which may be reasonably required by the Payees and the Successor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things give effect to its replacement as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent hereunder and shall be fully indemnified under the terms of this Pledge Agreement in the event of the resignation of so doing. After the Collateral Agent, and shall be for the account of the Servicer in the event of the ’s resignation or removal of the Collateral Agent. No successor Collateral Agent shall accept appointment hereunder as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor provisions of this Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent shall cause such notice to be mailed at the expense of the Servicerunder this Pledge Agreement.
Appears in 2 contracts
Samples: Pledge Agreement (Evolving Systems Inc), Pledge Agreement (Evolving Systems Inc)
Successor Collateral Agent. Upon the resignation or removal of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval of the Note Certificate Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Certificate Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 10.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Certificate Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture of the Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 10.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.0610.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.0810.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders Certificateholders at their addresses as shown in the Note Certificate Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (American Business Financial Services Inc /De/), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)
Successor Collateral Agent. Upon The Collateral Agent acting hereunder at any time may resign by an instrument in writing addressed and delivered to the resignation or removal Seller and Financial Security. If the Collateral Agent is also the Indenture Trustee and, as such, determines that it has a conflicting interest on account of the its acting as Collateral Agent, the Collateral Agent shall eliminate such conflicting interest by resigning as Collateral Agent hereunder rather than resigning as Indenture Trustee may Trustee. Financial Security shall appoint a successor to the Collateral Agent, Agent upon any such resignation by an instrument of substitution complying with the written approval requirements of applicable law, or, in the Note Insurerabsence of any such requirements, without formality other than appointment and designation in writing, a copy of which instrument or writing shall be sent to the Seller; provided, however, that the validity of any such appointment shall not be impaired or affected by any failure to give any such notice to the Seller or by any defect therein. Upon the making and acceptance of such appointment, the execution and delivery by such successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known of a ratifying instrument pursuant to a Responsible Officer of the Indenture Trustee which such successor Collateral Agent agrees to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties and obligations imposed on the Collateral Agent by the terms of this Agreement, and the delivery to such successor Collateral Agent of the Collateral Agent hereunder. Any and related documents then held by the retiring Collateral Agent, such successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge thereupon succeed to and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the estate, rights, powers, remedies, privileges, immunities, indemnities, duties and obligations of its predecessor hereunder, with hereby granted to or conferred or imposed upon the like effect as if originally named as Collateral Agent named herein, and one such appointment and designation shall not exhaust the right to appoint and designate further successor Collateral Agents hereunder. The predecessor No Collateral Agent shall deliver be discharged from its duties or obligations hereunder until the Collateral and related documents then held by such Collateral Agent shall have been transferred and delivered to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor such retiring Collateral Agent shall execute have executed and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer delivered to the successor Collateral Agent shall be for appropriate instruments establishing the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided the record holder of all liens and security interests in favor of Financial Security in the Collateral and transferring to such successor Collateral Agent all power given to it by the Indenture Trustee to act as attorney-in-fact of the Indenture Trustee for purposes of this Section 9.08 unless at the time of such acceptance Agreement. Each such successor Collateral Agent shall be eligible under provide the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer Seller and Financial Security with its address (which shall mail notice of the succession of thereupon become such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent's Notice Address for purposes of this Agreement), the successor Collateral Agent shall cause such notice and its telephone, Telex, TWX and telecopier numbers, to be mailed at used for purposes of Section 7.02 hereof, in a notice complying with the expense terms of the Servicersaid Section.
Appears in 2 contracts
Samples: Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp 2), Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp)
Successor Collateral Agent. The Collateral Agent may resign at any time by giving not less than 30 days’ prior written notice thereof to the Participants and the Lessee and may be removed at any time with or without cause by the Required Participants. Upon the any such resignation or removal, the Required Participants shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Participants, and shall have accepted such appointment, within thirty (30) days after the retiring Collateral Agent’s giving of notice of resignation or the Required Participants’ removal of the retiring Collateral Agent, then the Indenture Trustee may retiring Collateral Agent may, on behalf of the Participants, appoint a successor Collateral Agent, with the written approval which shall be a commercial bank described in clause (i) or (ii) of the Note Insurer; provided, however, that definition of “Eligible Assignee” and having a combined capital and surplus of at least $150,000,000. Upon the successor acceptance of any appointment as Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to hereunder by a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, such successor Collateral Agent shall thereupon succeed to and become fully vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations of its predecessor hereunder, with the like effect as if originally named under this Participation Agreement. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent herein. The predecessor Agent, the provisions of this Article XVII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. Notwithstanding the foregoing if no Event of Default and no Default, shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files have occurred and related documents and statements held by it hereunderbe continuing, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the then no successor Collateral Agent shall be for appointed under this Section 17.9 without the account prior written consent of the Collateral Agent in the event of the resignation of the Collateral AgentLessee, and which consent shall not be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicerunreasonably withheld or delayed.
Appears in 2 contracts
Samples: Participation Agreement (Silicon Laboratories Inc), Participation Agreement (Silicon Laboratories Inc)
Successor Collateral Agent. Collateral Agent may, and at the request -------------------------- of Majority Banks shall, resign as Collateral Agent upon 30 days' notice to Company and Banks. If Collateral Agent resigns under this Agreement, Majority Banks shall appoint from among Banks a successor collateral agent for Banks which successor collateral agent shall be consented to by Company at all times other than during the existence of an Event of Default (which approval of Company shall not be unreasonably withheld or delayed). If no successor collateral agent is appointed prior to the effective date of the resignation of Collateral Agent, Collateral Agent may appoint, after consulting with Banks and Company, a successor collateral agent from among Banks. Upon the resignation or removal acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent and the term "Collateral Agent" shall mean such successor collateral agent and the retiring Collateral Agent's appointment, powers and duties as Collateral Agent shall be terminated. After any retiring Collateral Agent's resignation hereunder as Collateral Agent, the Indenture Trustee may provisions of this Article IX and Sections 10.4 and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. If no successor collateral agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent's notice of resignation, the retiring Collateral Agent's resignation shall nevertheless thereupon become effective and Banks shall perform all of the duties of Collateral Agent hereunder until such time, if any, as Majority Banks appoint a successor Collateral Agent, with the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed agent as provided in this Section 9.08 shall executefor above. Notwithstanding the foregoing, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal Bank of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named America may not be removed as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time request of such acceptance such successor Collateral Agent Majority Banks unless Bank of America shall also simultaneously be eligible under the provisions replaced as "Agent" hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerAmerica.
Appears in 2 contracts
Samples: Credit Agreement (Levi Strauss & Co), Credit Agreement (Levi Strauss & Co)
Successor Collateral Agent. Upon The Collateral Agent may, and at the resignation or removal request of the Majority Buyers shall, resign as Collateral AgentAgent upon 30 days’ notice to the Buyers. If the Collateral Agent resigns under this Agreement, the Indenture Trustee may Majority Buyers shall appoint from among the Buyers a successor Collateral Agentagent for the Buyers, with the written approval of the Note Insurer; provided, however, that the which successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and agent shall be approved by the Note InsurerCompany, such approval not to be unreasonably withheld. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any If no successor Collateral Agent agent is appointed as provided in this Section 9.08 shall execute, acknowledge and deliver prior to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event date of the resignation of the Collateral Agent, the Collateral Agent may appoint, after consulting with the Buyers and the Company, a successor agent from among the Buyers. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall be for succeed to all the account rights, powers and duties of the Servicer in retiring Collateral Agent and the event of the removal of the term “Collateral Agent. No successor Collateral Agent ” shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance mean such successor agent and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be eligible under the provisions of Section 9.06terminated. Upon acceptance of appointment by a successor After any retiring Collateral Agent Agent’s resignation hereunder as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor provisions of this Section 14(g) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. If no successor agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall cause such notice to be mailed at nevertheless thereupon become effective and the expense Buyers shall perform all of the Servicerduties of the Collateral Agent hereunder until such time, if any, as the Majority Buyers appoint a successor agent as provided for above.
Appears in 2 contracts
Samples: Newco Pledge Agreement (Boldface Group, Inc.), Prism Pledge Agreement (Max Cash Media Inc)
Successor Collateral Agent. The Collateral Agent may at any time give notice of its resignation to the Purchasers and the Borrower. Upon receipt of any such notice of resignation, the Required Purchasers shall have the right to appoint a successor Collateral Agent. If no such successor shall have been so appointed by the Required Purchasers and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives notice of its resignation, then (a) the resignation or removal of the Collateral AgentAgent shall become effective on such 30th day, (b) the Indenture Trustee may Required Purchasers shall perform the duties of the Collateral Agent under the Note Documents until the Required Purchasers appoint a successor Collateral Agent, with (c) the written approval of the Note Insurer; provided, however, that the successor retiring Collateral Agent so appointed shall in no event be discharged from its duties and obligations hereunder and under the Unaffiliated Sellerother Note Documents and (d) all payments, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee communications and determinations provided to be an Affiliate of made by, to or through the Unaffiliated SellerCollateral Agent shall instead be made by or to each Purchaser directly, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or until such custodian, time as the case may be, shall assume Required Purchasers appoint a successor the duties Collateral Agent as provided for in this Section 13.5. Upon the acceptance of a successor’s appointment as the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall succeed to and become fully vested with all of the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring (or retired) Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunderAgent, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder and under the other Note Documents (if not already discharged therefrom as provided herein). After the retiring Collateral Agent’s resignation hereunder and under the other Note Documents, the provisions of this Article 13 shall continue in effect for the account benefit of the such retiring Collateral Agent and its sub-agents in respect of any actions taken or omitted to be taken by any of them while the event of the resignation of retiring Collateral Agent was acting or was continuing to act as the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 2 contracts
Samples: Note Purchase Agreement (Top Image Systems LTD), Note Purchase Agreement (Numerex Corp /Pa/)
Successor Collateral Agent. The Collateral Agent may resign at any time by giving written notice thereof to the Borrower and the Administrative Agent. The Collateral Agent may be removed at any time with cause, and upon thirty (30) days written notice without cause, by the Administrative Agent on behalf of the holders of the Obligations. Upon request of the Borrower, so long as no Default or Event of Default exists, the Collateral Agent shall be removed by the Administrative Agent, provided that any removal without cause shall be preceded by thirty (30) days written notice to the Collateral Agent and the Borrower shall pay immediately upon demand all costs and expenses incurred by any Lender, the Administrative Agent or the Collateral Agent in connection therewith. Upon any such resignation or removal removal, the Administrative Agent, at the direction of the Collateral AgentMajority Banks, shall have the Indenture Trustee may right to appoint a successor Collateral Agent. Any successor Collateral Agent appointed by the Administrative Agent, with provided that no Default or Event of Default exists, shall be satisfactory to the Borrower at the time of appointment. In the case of a retirement or resignation, if no successor Collateral Agent shall have been so appointed by the Administrative Agent (and approved by the Borrower, if applicable), and shall have accepted such appointment, within 60 days after the retiring Collateral Agent's giving of notice of resignation, then the retiring Collateral Agent shall deliver all Mortgage Loan Collateral in its possession to the Administrative Agent and the Collateral Agent shall be discharged from its duties and obligations under this Agreement. After a notice of retirement or resignation has been given by the Collateral Agent and until a successor Collateral Agent shall have been appointed, the Administrative Agent shall pay all reasonable fees and out of pocket expenses owed to the Collateral Agent by the Servicer pursuant to any written approval of agreement between the Note Insurer; Collateral Agent and the Servicer, provided, however, that the Borrower shall reimburse the Administrative Agent for all such payments. No such resignation or removal shall be effective until the earlier of (1) the date on which a successor Collateral Agent so appointed shall have been appointed, and accepted such appointment, in no event be accordance with this Section 4.4 or (2) the Unaffiliated Seller, day upon which a period of 60 days has passed after notice of such resignation or removal. Upon the Depositor or the Servicer or acceptance of any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties appointment of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such hereunder by a successor Collateral Agent, without any further act, deed or conveyance, such successor Collateral Agent shall thereupon succeed to and become fully vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent hereinunder this Agreement. The predecessor retiring or removed Collateral Agent shall deliver take all steps reasonably necessary to provide for an orderly transfer of the Collateral and all related documentation to the successor Collateral Agent all Indenture Trusteeat the Servicer's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor expense. After any retiring Collateral Agent shall execute and deliver such instruments and do such other things Agent's resignation or removal hereunder as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment this Article IV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a successor Collateral Agent as provided in under this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerAgreement.
Appears in 2 contracts
Samples: Collateral Agency Agreement (American Home Mortgage Investment Corp), Collateral Agency Agreement (American Home Mortgage Investment Corp)
Successor Collateral Agent. Upon Collateral Agent may resign at any time by delivering notice of such resignation to the resignation or removal Lenders and the Loan Parties, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of the this Section 7 of this Exhibit B. If Collateral AgentAgent delivers any such notice, the Indenture Trustee may Required Lenders shall have the right to appoint a successor Collateral Agent. If, with after 30 days after the written approval date of the Note Insurer; providedretiring Collateral Agent’s notice of resignation, howeverno successor Collateral Agent has been appointed by the Required Lenders and has accepted such appointment, that then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (d) subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, its rights as the case may be, shall assume the duties of the Collateral Agent hereunderunder the Loan Documents. Any Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereundersucceed to, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agentvested with, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerLoan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Rapid Micro Biosystems, Inc.), Loan and Security Agreement (Rapid Micro Biosystems, Inc.)
Successor Collateral Agent. Upon Collateral Agent may resign as Collateral Agent upon ten (10) days’ notice to the resignation Lenders. If Collateral Agent resigns under this Agreement, all Lenders shall appoint from among the Lenders (or removal of the Collateral Agent, the Indenture Trustee may appoint affiliates thereof) a successor Collateral AgentAgent for the Lenders, with the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the which successor Collateral Agent shall (unless an Event of Default has occurred and is continuing) be for subject to the account approval of the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor Collateral Agent in is appointed prior to the event effective date of the resignation of the Collateral Agent, and shall be for Collateral Agent may appoint, after consulting with the account of the Servicer in the event of the removal of the Collateral Agent. No Lenders, a successor Collateral Agent shall accept from among the Lenders (or the affiliates thereof). Upon the acceptance of its appointment as provided in this Section 9.08 unless at successor Collateral Agent hereunder, the time of such acceptance Person acting as such successor Collateral Agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent and the respective term “Collateral Agent” means such successor Collateral Agent and the retiring Collateral Agent’s appointment, powers and duties in such capacities shall be eligible under terminated without any other further act or deed on its behalf. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Section 9.06this Article 13 and Sections 2.4(d) and 12.2 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. Upon acceptance of appointment by a If no successor Collateral Agent has accepted appointment as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in by the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within date ten (10) days after acceptance following a retiring Agent’s notice of appointment by the successor Collateral Agentresignation, the successor retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Collateral Agent shall cause hereunder until such notice to be mailed at time, if any, as the expense of the ServicerLenders appoint a successor agent as provided for above.
Appears in 2 contracts
Samples: Loan Modification Agreement (PTC Therapeutics, Inc.), Loan Modification Agreement (PTC Therapeutics, Inc.)
Successor Collateral Agent. Upon Collateral Agent may resign at any time by delivering notice of such resignation to the resignation or removal Lenders and Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of the this Section 7 of this Exhibit B. If Collateral AgentAgent delivers any such notice, the Indenture Trustee may Required Lenders shall have the right to appoint a successor Collateral Agent. If, with after thirty (30) days after the written approval date of the Note Insurer; providedretiring Collateral Agent’s notice of resignation, howeverno successor Collateral Agent has been appointed by the Required Lenders and has accepted such appointment, that then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (d) subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, its rights as the case may be, shall assume the duties of the Collateral Agent hereunderunder the Loan Documents. Any Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereundersucceed to, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agentvested with, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerLoan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Alimera Sciences Inc), Loan and Security Agreement (Alimera Sciences Inc)
Successor Collateral Agent. Upon the resignation or removal of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval of the Note InsurerServicer; provided, however, that the successor Collateral Agent so appointed shall satisfy the eligibility criteria set forth in Section 10.06 hereof, shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note InsurerServicer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 10.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture of the Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 10.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.0610.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.0810.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders Certificateholders at their addresses as shown in the Note Certificate Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (American Business Financial Services Inc /De/), Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Successor Collateral Agent. The Collateral Agent may resign at any time by giving not less than thirty days’ prior written notice thereof to the Lenders, the Company, and the Credit Parties, and the Collateral Agent may be removed at any time with or without cause by written notice received by the Collateral Agent from the Requisite Lenders. Upon any such resignation or removal, the Requisite Lenders shall have the right to appoint, on behalf of the Lenders, a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty days after the retiring Collateral Agent’s giving notice of resignation, then the retiring Collateral Agent may appoint, on behalf of the Lenders, a successor Collateral Agent. Upon the resignation or removal acceptance of any appointment as the Collateral Agent, the Indenture Trustee may appoint Agent hereunder by a successor Collateral Agent, with the written approval of the Note Insurer; provided, however, that the such successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known thereupon succeed to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunderAgent, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor retiring Collateral Agent shall be for discharged from its duties and obligations hereunder and under the account Collateral Documents. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided herein and shall have assumed in writing the event of the resignation obligations of the Collateral Agent, Agent hereunder and shall be for the account of the Servicer in the event of the removal of under the Collateral AgentDocuments. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Any replacement Collateral Agent shall be eligible under the provisions a bank, trust company, or insurance company having capital, surplus, and undivided profits of Section 9.06at least $250,000,000. Upon acceptance of appointment by a successor After any retiring Collateral Agent Agent’s resignation hereunder as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor provisions of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent shall cause such notice to be mailed at hereunder and under the expense of the ServicerCollateral Documents.
Appears in 2 contracts
Samples: Intercreditor Agreement (United Stationers Inc), Intercreditor Agreement (United Stationers Inc)
Successor Collateral Agent. Upon the resignation or removal of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all of the Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Bear Stearns Asset Backed Securities Inc), Sale and Servicing Agreement (Morgan Stanley Abs Capital I Inc)
Successor Collateral Agent. Upon the resignation or removal of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval of the Note Insurer; provided, however, that the successor The Collateral Agent so appointed shall in no event be may resign as Collateral Agent upon thirty (30) days’ written notice to the Unaffiliated Seller, Investors and the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of Company; provided that the Collateral Agent hereunder. Any successor may resign as Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver immediately upon written notice to the Trust, Investors and the Depositor, Company if a Default or Event of Default has occurred and is continuing. If the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective resign as Collateral Agent under this Agreement and the other Financing Documents, then the Required Holders shall appoint from among the Investors a successor collateral agent, which successor collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Company (which approval shall not be unreasonably withheld, delayed, conditioned or burdened), whereupon such successor Collateral Agent, without any further act, deed or conveyance, collateral agent shall become fully vested with all succeed to the rights, powers, powers and duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the term “Collateral Agent. No successor Collateral Agent ” shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance thereafter mean such successor collateral agent effective upon such appointment and approval, and the former Collateral Agent’s rights, powers and duties as Collateral Agent shall be eligible under terminated, without any other or further act or deed on the provisions part of Section 9.06. Upon acceptance of appointment by a successor such former Collateral Agent or any of the other parties to this Agreement or any holders of the Notes. If no successor collateral agent has accepted appointment as provided Collateral Agent by the date upon which such retiring Collateral Agent’s notice of resignation is effective in accordance with the first sentence of this Section 9.0811.8, such retiring Collateral Agent’s resignation shall nevertheless become effective on the Servicer applicable date and the Investors shall mail notice assume and perform all of the succession duties of such Collateral Agent hereunder to all Noteholders at their addresses until such time, if any, as shown in the Note Register and to the Rating AgenciesRequired Holders appoint a successor collateral agent as provided for above. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor After any retiring Collateral Agent, ’s resignation as the successor Collateral Agent the provisions of this Section 11 shall cause such notice inure to its benefit as to any actions taken or omitted to be mailed at taken by it while it was the expense of Collateral Agent under this Agreement and the Servicer.other Financing Documents
Appears in 2 contracts
Samples: Note Purchase Agreement (Proterra Inc), Security Agreement (ArcLight Clean Transition Corp.)
Successor Collateral Agent. The Collateral Agent may resign at any time as Collateral Agent under this Agreement by giving written notice thereof to the Banks and the Borrower and may be removed at any time with or without cause by the Majority Banks. Upon the any such resignation or removal, the Majority Banks shall have the right to appoint, with the consent of the Borrower (which consent shall not be unreasonably withheld and shall not be required if an Event of Default exists), a successor Collateral Agent from among the Banks. If no successor Collateral Agent shall have been so appointed by the Majority Banks with such consent, and shall have accepted such appointment, within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Majority Banks' removal of the retiring Collateral Agent, then the Indenture Trustee may retiring Collateral Agent may, on behalf of the Banks, appoint a successor Collateral Agent, with which shall be a Bank which is a commercial bank organized under the written approval laws of the Note Insurer; provided, however, that United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the successor acceptance of any appointment as Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to under this Agreement by a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, such successor Collateral Agent shall thereupon succeed to and become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor and shall function as the Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunderunder this Agreement, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor retiring Collateral Agent shall be for the account of the discharged from its duties and obligations as Collateral Agent in the event of the resignation of the under this Agreement. After any retiring Collateral Agent, and shall be for the account of the Servicer in the event of the 's resignation or removal of the Collateral Agent. No successor Collateral Agent shall accept appointment hereunder as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent shall cause such notice to be mailed at the expense of the Servicerunder this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Williams Companies Inc), Credit Agreement (Williams Companies Inc)
Successor Collateral Agent. Upon the resignation or removal of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval of the Note InsurerPurchaser; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Selleran Originator, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Selleran Originator, the Depositor or the Servicer and shall be approved by the Note InsurerPurchaser. The Indenture Trustee or such Such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 11.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note InsurerPurchaser, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Custodial Loan Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 11.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.0611.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.0811.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating AgenciesRegister. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (American Business Financial Services Inc /De/), Sale and Servicing Agreement (American Business Financial Services Inc /De/)
Successor Collateral Agent. Upon the resignation or removal of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval of the Note Certificate Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Certificate Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 10.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Certificate Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 10.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.0610.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.0810.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders Certificateholders at their addresses as shown in the Note Certificate Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (American Business Financial Services Inc /De/), Pooling and Servicing Agreement (Morgan Stanley Abs Capital I Inc)
Successor Collateral Agent. Upon the resignation or removal of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval of the Note InsurerPurchaser; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Selleran Originator, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Selleran Originator, the Depositor or the Servicer and shall be approved by the Note InsurerPurchaser. The Indenture Trustee or such custodianSuch collateral agent, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 11.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note InsurerPurchaser, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Custodial Loan Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 11.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.0611.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.0811.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating AgenciesRegister. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (American Business Financial Services Inc /De/), Sale and Servicing Agreement (American Business Financial Services Inc /De/)
Successor Collateral Agent. Upon The Collateral Agent may resign as Collateral Agent hereunder upon 90 days’ notice to the Payees and the Maker and may be removed at any time, with or without cause, by the Requisite Payees upon 90 days’ notice to the Payees, the Maker and the Collateral Agent. If at any time the Collateral Agent shall resign or be removed as Collateral Agent under this Security Agreement, then the Requisite Payees shall appoint a successor agent for the Payees, whereupon such successor agent shall succeed to the rights, powers and duties of the Collateral Agent(any successor agent, a “Successor Collateral Agent”); provided that, so long as no Event of Default has occurred and is continuing, the consent of the Maker shall be required prior to the appointment of any such Successor Collateral Agent, which consent shall not be unreasonably withheld or delayed. If the appointment of such successor shall not have become effective (as hereafter provided) within such ninety-day period after the Collateral Agent’s resignation or upon removal of the Collateral Agent, then (i) the Indenture Trustee Collateral Agent may assign the security interests granted pursuant to the Security Agreement and its duties hereunder and under the Security Agreement to the Payees, as their interests may appear, and in such case all references herein to “Collateral Agent” shall be deemed to refer to “Requisite Payees” and (ii) the Payees may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent and such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent, with Agent meeting the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided qualifications specified in this Section 9.08 15(g). The Payees hereby consent to such petition and appointment so long as such criteria are met. The term “Collateral Agent” shall execute, acknowledge mean the successor agent effective upon its appointment and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to upon its predecessor Collateral Agent an instrument accepting acceptance of such appointment hereunderappointment, and thereupon the resignation or removal of the predecessor former Collateral Agent’s rights, powers and duties as Collateral Agent shall become effective and such successor Collateral Agentbe terminated, without any other or further actact or deed on the part of such former Collateral Agent or any of the parties to this Security Agreement, deed or conveyance, and the Successor Collateral Agent shall succeed to and become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent. The resigning or removed Collateral Agent herein. The predecessor agrees that it shall take all actions and execute all documents which may be reasonably required by the Payees and the Successor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things give effect to its replacement as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent hereunder and shall be fully indemnified under the terms of this Security Agreement in the event of the resignation of so doing. After the Collateral Agent, and shall be for the account of the Servicer in the event of the ’s resignation or removal of the Collateral Agent. No successor Collateral Agent shall accept appointment hereunder as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent shall cause such notice to be mailed at the expense of the Servicerunder this Security Agreement.
Appears in 2 contracts
Samples: Security Agreement (Evolving Systems Inc), Security Agreement (Evolving Systems Inc)
Successor Collateral Agent. The Collateral Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon the any such resignation or removal, the Required Lenders, with the consent of the Borrower, such consent not to be unreasonably withheld, shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within sixty (60) days after the retiring Collateral Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Collateral Agent, then the Indenture Trustee may retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent, with the written approval which shall be a commercial bank described in clause (i) or (ii) of the Note Insurer; provided, however, that definition of "Eligible Assignee" and having a combined capital and surplus of at least $150,000,000. Upon the successor acceptance of any appointment as Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to hereunder by a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, such successor Collateral Agent shall thereupon succeed to and become fully vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations of its predecessor hereunder, with the like effect as if originally named under this Loan Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent herein. The predecessor Agent, the provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Loan Agreement. Notwithstanding the foregoing if no Event of Default and no Default, shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files have occurred and related documents and statements held by it hereunderbe continuing, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the then no successor Collateral Agent shall be for appointed under this Section 11.9 without the account prior written consent of the Collateral Agent in the event of the resignation of the Collateral AgentBorrower, and which consent shall not be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicerunreasonably withheld or delayed.
Appears in 2 contracts
Samples: Loan Agreement (Wynn Las Vegas LLC), Loan Agreement (Wynn Resorts LTD)
Successor Collateral Agent. Upon The Collateral Agent acting hereunder at any time may resign by an instrument in writing addressed and delivered to the Issuer and the Depositary, and may be removed at any time with or without cause by an instrument in writing duly executed by or on behalf of the Issuer. Subject to the provisions of Section 9.03 hereof, the Issuer shall have the right to appoint a successor to the Collateral Agent upon any such resignation or removal by an instrument of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, substitution complying with the written approval requirements of applicable law, or in the Note Insurerabsence of any such requirements, without other formality than appointment and designation in writing; provided, however, that no such appointment shall be effective until receipt of Rating Agency Confirmation. Upon the making and acceptance of such appointment, the execution and delivery by such successor Collateral Agent of a ratifying instrument pursuant to which such successor Collateral Agent agrees to assume the duties and obligations imposed on the Collateral Agent by the terms of this Security Agreement, and the delivery to such successor Collateral Agent of the Collateral and documents and instruments then held by the retiring Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the estate, rights, powers, remedies, privileges, immunities, indemnities, duties and obligations hereby granted to or conferred or imposed upon the Collateral Agent named herein, and one such appointment and designation shall not exhaust the right to appoint and designate further successor Collateral Agents hereunder. No Collateral Agent shall be discharged from its duties or obligations hereunder until the Collateral and documents and instruments then held by such Collateral Agent shall have been transferred or delivered to the successor Collateral Agent so appointed (in its capacity as a bank or trust company), until all Deposited Funds held in the Collateral Account (if maintained with the retiring Collateral Agent) shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known have been transferred to a Responsible Officer new Collateral Account, and until such retiring Collateral Agent shall have executed and delivered to the successor Collateral Agent appropriate instruments substituting such successor Collateral Agent as attorney-in-fact of the Indenture Trustee Issuer for purposes of this Security Agreement and assigning the retiring Collateral Agent’s security or other interest in the Collateral and Eligible Investments to the successor Collateral Agent. If no successor Collateral Agent shall be an Affiliate appointed, as aforesaid, or if appointed, shall not have accepted its appointment, within thirty (30) days after resignation or removal of the Unaffiliated Sellerretiring Collateral Agent, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereundermay at the expense of the Issuer petition a court of competent jurisdiction to do so. Any Each such successor Collateral Agent appointed as provided shall provide the Issuer with its address and telephone and telecopier numbers to be used for purposes of Section 11.04 hereof, in this Section 9.08 shall execute, acknowledge and deliver to a notice complying with the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon terms of said Section. Notwithstanding the resignation or removal of the predecessor any Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, Article IX shall continue to inure to the Servicer shall mail notice of the succession benefit of such Collateral Agent hereunder in respect of any action taken or omitted to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail be taken by such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause in its capacity as such notice to be mailed at the expense of the Servicerwhile it was Collateral Agent under this Security Agreement.
Appears in 2 contracts
Samples: Security Agreement (Accredited Home Lenders Holding Co), Security Agreement (Accredited Home Lenders Holding Co)
Successor Collateral Agent. Upon Collateral Agent may resign at any time by delivering notice of such resignation to the resignation or removal Lenders and Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of the this Section 7 of this Exhibit B. If Collateral AgentAgent delivers any such notice, the Indenture Trustee may Required Lenders shall have the right to appoint a successor Collateral Agent. If, with after thirty (30) days after the written approval date of the Note Insurer; providedretiring Collateral Agent’s notice of resignation, howeverno successor Collateral Agent has been appointed by the Required Lenders and has accepted such appointment, that then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iv) subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, its rights as the case may be, shall assume the duties of the Collateral Agent hereunderunder the Loan Documents. Any Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereundersucceed to, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agentvested with, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerLoan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ardelyx, Inc.), Loan and Security Agreement (Arcutis Biotherapeutics, Inc.)
Successor Collateral Agent. Upon Collateral Agent may resign at any time by delivering notice of such resignation to the resignation or removal Lenders and Bxxxxxxx, effective on the date set forth in such notice (which date shall be no earlier than thirty (30) after the date of such notice, and if no date shall be set forth in such notice, thirty (30) days after the date of delivery thereof), in accordance with the terms of this Section 7 of this Exhibit B. If Collateral AgentAgent delivers any such notice, the Indenture Trustee may Required Lenders shall have the right to appoint a successor Collateral Agent, Agent with the written approval consent of the Note Insurer; providedBorrower (such consent not to be unreasonably withheld or delayed). If, howeverafter 30 days after the date of the retiring Collateral Agent’s notice of resignation, that no successor Collateral Agent has been appointed by the Required Lxxxxxx and has accepted such appointment, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents (other than its duties and obligations under Section 12.8 of the Agreement), (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iv) subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, its rights as the case may be, shall assume the duties of the Collateral Agent hereunderunder the Loan Documents. Any Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereundersucceed to, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agentvested with, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerLoan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Vapotherm Inc), Loan and Security Agreement (Vapotherm Inc)
Successor Collateral Agent. The Collateral Agent may resign at any time by furnishing not less than 20 days’ prior written notice thereof to the Purchasers and the Company and may be removed at any time upon not less than 10 days’ prior written notice thereof from the Required Purchasers. Upon receipt by the Purchasers of any such notice of resignation or removal upon receipt by the Collateral Agent of any such notice of removal, the Required Purchasers shall have, with the prior consent of the Company (not to be unreasonably withheld or delayed), the right to appoint a Person to act as a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Purchasers (including as a result of non-consent by the Company) and shall have accepted such appointment within 20 days after the resigning Collateral Agent’s giving such notice of resignation or within 10 days after the Required Purchasers’ giving such notice of removal (as the case may be), the Indenture Trustee may resigning or removed Collateral Agent may, on behalf of the Purchaser, appoint a Person to act as a successor Collateral Agent, with which shall be a Purchaser, if a Purchaser is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the written approval laws of the Note Insurer; provided, however, that the United States of America or of any State thereof and has a combined capital and surplus of at least US $1,000,000,000. If no successor Collateral Agent so has been appointed shall in no event be pursuant to the Unaffiliated Seller, foregoing sentence within 20 days after the Depositor or the Servicer or any Person known to a Responsible Officer date such notice of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved resignation was given by the Note Insurer. The Indenture Trustee resigning Collateral Agent or within 10 days after the date such custodian, notice of removal was given by the Required Purchasers (as the case may be), shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and the Required Purchasers shall thereafter perform all duties of such resigning or removed Collateral Agent hereunder and under the other Transaction Documents until such time, if any, as the Required Purchasers appoint a successor Collateral Agent as provided above. Upon the acceptance by any Person of any appointment as the successor Collateral Agent hereunder, such successor Collateral Agent, without any further act, deed or conveyance, Agent shall succeed to and become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect resigning or removed Collateral Agent. Upon the earlier of the acceptance by any Person of any appointment as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the a successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and hereunder or the Servicer and effective date of resignation of the predecessor resigning Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in or removal of the successor Collateral Agent all such rights(as applicable), powers, duties and obligations. The cost of any such transfer to the successor resigning or removed Collateral Agent shall be for discharged from its duties and obligations under this Agreement and the account other Finance Documents, except that any indemnity rights or other rights in favor of the such resigning or removed Collateral Agent or other Collateral Agent Parties shall continue in the event of their favor. After the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the or removal of the Collateral Agent. No successor any Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under hereunder, the provisions of this Article 8 and Section 9.06. Upon acceptance of appointment 7.3 shall inure to its benefit as to any actions taken or omitted to be taken by a successor it while it was Collateral Agent as provided in under this Section 9.08, Agreement and the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicerother Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Douglas Elliman Inc.), Securities Purchase Agreement
Successor Collateral Agent. Upon Collateral Agent may resign at any time by delivering notice of such resignation to the resignation or removal Lenders and Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of the this Section 7 of this Exhibit B. If Collateral AgentAgent delivers any such notice, the Indenture Trustee may Supermajority Lenders shall have the right to appoint a successor Collateral Agent. If, with after 30 days after the written approval date of the Note Insurer; providedretiring Collateral Agent’s notice of resignation, howeverno successor Collateral Agent has been appointed by the Supermajority Lenders that has accepted such appointment, that then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iv) subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, its rights as the case may be, shall assume the duties of the Collateral Agent hereunderunder the Loan Documents. Any Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereundersucceed to, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agentvested with, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerLoan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Imprimis Pharmaceuticals, Inc.), Loan and Security Agreement (Nanosphere Inc)
Successor Collateral Agent. The Collateral Agent may resign at any time by giving written notice thereof to the Borrower and the Administrative Agent. The Collateral Agent may be removed at any time with or without cause by the Administrative Agent on behalf of the holders of the Obligations. Upon request of the Borrower, so long as no Default or Event of Default exists, the Collateral Agent shall be removed by the Administrative Agent, provided that the Borrower shall pay immediately upon demand all costs and expenses incurred by any Lender, the Administrative Agent or the Collateral Agent in connection therewith. Upon any such resignation or removal removal, the Administrative Agent, at the direction of the Collateral AgentMajority Banks, shall have the Indenture Trustee may right to appoint a successor Collateral Agent. Any successor Collateral Agent appointed by the Administrative Agent, with provided that no Default or Event of Default exists, shall be satisfactory to the Borrower at the time of appointment. In the case of a retirement or resignation, if no successor Collateral Agent shall have been so appointed by the Administrative Agent (and approved by the Borrower, if applicable), and shall have accepted such appointment, within 90 days after the retiring Collateral Agent's giving of notice of resignation, then the retiring Collateral Agent shall deliver all Mortgage Loan Collateral in its possession to the Administrative Agent and the Collateral Agent shall be discharged from its duties and obligations under this Agreement. After a notice of retirement or resignation has been given by the Collateral Agent and until a successor Collateral Agent shall have been appointed, the Administrative Agent shall pay all reasonable fees and out of pocket expenses owed to the Collateral Agent by the Borrower pursuant to any written approval of agreement between the Note Insurer; Collateral Agent and the Borrower, provided, however, that the successor Collateral Borrower agrees to reimburse the Administrative Agent so appointed shall in no event be for all such payments. Upon the Unaffiliated Seller, the Depositor or the Servicer or acceptance of any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties appointment of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such hereunder by a successor Collateral Agent, without any further act, deed or conveyance, such successor Collateral Agent shall thereupon succeed to and become fully vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent hereinunder this Agreement. The predecessor retiring or removed Collateral Agent shall deliver take all steps reasonably necessary to provide for an orderly transfer of the Collateral and all related documentation to the successor Collateral Agent all Indenture TrusteeAgent. After any retiring Collateral Agent's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things resignation or removal hereunder as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment this Article IV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a successor Collateral Agent as provided in under this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerAgreement.
Appears in 2 contracts
Samples: Security Agreement (Pulte Homes Inc/Mi/), Collateral Agency Agreement (Pulte Homes Inc/Mi/)
Successor Collateral Agent. Upon Collateral Agent may resign at any time by delivering notice of such resignation to the resignation or removal Purchasers and Issuer, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of the this Section 7 of this Exhibit B. If Collateral AgentAgent delivers any such notice, the Indenture Trustee may Required Purchasers shall have the right to appoint a successor Collateral Agent. If, with after 30 days after the written approval date of the retiring Collateral Agent’s notice of resignation, no successor Collateral Agent has been appointed by the Required Purchasers and has accepted such appointment, then the retiring Collateral Agent may, but shall not be obligated to, on behalf of the Purchasers, appoint a successor Collateral Agent from among the Purchasers. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Note Insurer; providedDocuments, however(b) the Purchasers shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, that (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Note Document (other than as laid out below) other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Note Documents, and (d) subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by its rights as Collateral Agent under the Note InsurerDocuments. The Indenture Trustee or such custodianNotwithstanding the foregoing, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any if no successor Collateral Agent has been appointed as provided in this Section 9.08 upon the effective date of Collateral Agent’s resignation, such resignation shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor nevertheless become effective. Collateral Agent an instrument accepting may, but shall not be obligated, to hold the Collateral as a gratuitous bailee until a successor Collateral Agent is appointed in such situation. Effective immediately upon its acceptance of a valid appointment hereunderas Collateral Agent, and thereupon the resignation or removal of the predecessor a successor Collateral Agent shall succeed to, and become effective and such successor Collateral Agentvested with, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor the retiring Collateral Agent under the Note Documents (other than any rights to indemnity payments owed to the retiring Collateral Agent). After the retiring Collateral Agent’s resignation or removal hereunder, with the like provisions of this Exhibit B and Section 11 and Sections 12.2 and 12.9 of the Agreement shall continue in effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account benefit of the Collateral Agent in the event of the resignation of the such retiring Collateral Agent, its sub agents and shall their respective Related Persons in respect of any actions taken or omitted to be for taken by any of them while the account of the Servicer in the event of the removal of the retiring Collateral Agent was acting as Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 2 contracts
Samples: Note Purchase Agreement (5E Advanced Materials, Inc.), Note Purchase Agreement (5E Advanced Materials, Inc.)
Successor Collateral Agent. The Collateral Agent may resign at any time by giving written notice thereof to the Holders and Issuer. Upon any such resignation, the resignation or removal Requisite Holders shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Requisite Holders, and shall have accepted such appointment, within 30 days after the retiring Collateral Agent’s giving of notice of resignation, then the retiring Collateral Agent may, on behalf of the Collateral AgentHolders, the Indenture Trustee may appoint a successor Collateral Agent, with selected from among the Holders. In either case, such appointment shall be subject to the prior written approval of Issuer (which approval may not be unreasonably withheld and shall not be required upon the Note Insurer; provided, however, that occurrence and during the successor continuance of an Event of Default). Upon the acceptance of any appointment as Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to by a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further actsuch successor Collateral Agent shall succeed to, deed or conveyanceand become vested with, shall become fully vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations of its predecessor hereunder, with under this Agreement and the like effect as if originally named other Note Documents. Prior to any retiring Collateral Agent’s resignation hereunder as Collateral Agent herein. The predecessor Agent, the retiring Collateral Agent shall deliver take such action as may be reasonably necessary to assign to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunderits rights as Collateral Agent under the Note Documents. After such resignation, and the Servicer and the predecessor retiring Collateral Agent shall execute and deliver such instruments and do such other things continue to have the benefit of this Article X as may reasonably to any actions taken or omitted to be required for more fully and certainly vesting and confirming in the successor taken by it while it was Collateral Agent all such rightsunder this Agreement and the other Note Documents. If no Person other than Issuer or an Affiliate of Issuer is a Holder, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agentwill, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment promptly following written request by a successor Collateral Agent as provided in this Section 9.08Issuer, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicerresign.
Appears in 2 contracts
Samples: Note Purchase Agreement (Morgan Stanley), Note Purchase Agreement (Full Alliance International LTD)
Successor Collateral Agent. Upon Subject to the resignation provisions of the Intercreditor Agreement and the Guarantee and Collateral Agreement, the Collateral Agent may resign as Collateral Agent upon 30 days’ notice to the Lenders and the Borrower. If the Collateral Agent shall resign as Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Revolving Event of Default under Section 8(a) or removal Section 8(f) or Term Loan B Event of Default under Section 10(a) or Section 10(f), in each case, with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Collateral Agent, and the Indenture Trustee may appoint a successor term “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, with and the written approval former Collateral Agent’s rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the Note Insurer; provided, however, that parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Collateral Agent so appointed shall in no event be by the Unaffiliated Sellerdate that is 30 days following a retiring Collateral Agent’s notice of resignation, the Depositor or retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, Administrative Agent shall assume and perform all of the duties of the Collateral Agent hereunder. Any hereunder until such time, if any, as the Required Lenders appoint a successor Collateral Agent appointed agent as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor for above. After any retiring Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect ’s resignation as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent shall cause such notice to be mailed at under this Agreement and the expense of the Servicerother Loan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Time Warner Telecom Inc), Credit Agreement (Time Warner Telecom Inc)
Successor Collateral Agent. (a) Collateral Agent may resign at any time by giving thirty (30) days’ (or such shorter period as shall be agreed by the Required Investors) prior written notice thereof to Investors and Company and the Required Investors may terminate and replace Collateral Agent at any time by giving thirty (30) days’ prior written notice to Collateral Agent, Company and the Investors. Upon the any such notice of resignation or removal termination, as applicable, the Required Investors shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Collateral Agent subject (to the extent that such successor Collateral Agent is not an Investor or an Affiliate of an Investor and so long as no Event of Default has occurred and is continuing) to the written consent of Company. In the case of a resignation or termination of Collateral Agent, the Indenture Trustee may resigning or terminated Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Note Documents. In the case of a resignation by Collateral Agent, if no successor shall have been so appointed by the Required Investors and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Investors appoint a successor Collateral Agent, with the written approval of the Note Insurer; provided, howeverthat if the retiring Collateral Agent shall notify Company and the Investors that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and all payments, communications and determinations provided to be made by, to or through the retiring Collateral Agent shall instead be made by or to each Investor directly, until such time as the Required Investors appoint a successor Collateral Agent so appointed shall as provided for above in no event be this Section 9.7. In the Unaffiliated Sellercase of a termination of Collateral Agent, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee all payments, communications and determinations provided to be an Affiliate of made by, to or through the Unaffiliated Sellerterminated Collateral Agent shall instead be made by or to each Investor directly, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or until such custodian, time as the case may be, shall assume Required Investors appoint a successor Collateral Agent. Upon the duties acceptance of the any appointment as Collateral Agent hereunder. Any hereunder by a successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor that successor Collateral Agent shall thereupon succeed to and become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties of the retiring or terminated Collateral Agent, and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor retiring or terminated Collateral Agent shall deliver promptly (i) transfer to such successor Collateral Agent all sums, securities or Capital Stock and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunderunder the Note Documents, and the Servicer and the predecessor Collateral Agent shall (ii) execute and deliver to such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rightsamendments to financing statements, powersand take such other actions, duties and obligations. The cost as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of any the security interests created under the Collateral Documents, whereupon such transfer to the successor retiring or terminated Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the discharged from its duties and obligations hereunder. After any retiring or terminated Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment ’s resignation or termination hereunder as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent shall cause such notice to be mailed at the expense of the Servicerhereunder.
Appears in 1 contract
Successor Collateral Agent. Collateral Agent may, and at the request -------------------------- of Majority Banks shall, resign as Collateral Agent upon 30 days' notice to Company and Banks. If Collateral Agent resigns under this Agreement, Majority Banks shall appoint from among Banks a successor collateral agent for Banks which successor collateral agent shall be consented to by Company at all times other than during the existence of an Event of Default (which approval of Company shall not be unreasonably withheld or delayed). If no successor collateral agent is appointed prior to the effective date of the resignation of Collateral Agent, Collateral Agent may appoint, after consulting with Banks and Company, a successor collateral agent from among Banks. Upon the resignation or removal acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent and the term "Collateral Agent" shall mean such successor collateral agent and the retiring Collateral Agent's appointment, powers and duties as Collateral Agent shall be terminated. After any retiring Collateral Agent's resignation hereunder as Collateral Agent, the Indenture Trustee may provisions of this Article IX and Sections 10.4 and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. If no successor collateral agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent's notice of resignation, the retiring Collateral Agent's resignation shall nevertheless thereupon become effective and Banks shall perform all of the duties of Collateral Agent hereunder until such time, if any, as Majority Banks appoint a successor Collateral Agent, with the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed agent as provided in this Section 9.08 shall executefor above. Notwithstanding the foregoing, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal Bank of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named America may not be removed as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time request of such acceptance such successor Collateral Agent Majority Banks unless Bank of America shall also simultaneously be eligible under the provisions replaced as "Administrative Agent" and an "Issuing Bridge Lender" hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerAmerica.
Appears in 1 contract
Successor Collateral Agent. Upon Collateral Agent may resign at any time by delivering notice of such resignation to the resignation or removal Purchasers and Issuer, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of the this Section 7 of this Exhibit B. If Collateral AgentAgent delivers any such notice, the Indenture Trustee may Required Purchasers shall have the right to appoint a successor Collateral Agent. If, with after 30 days after the written approval date of the retiring Collateral Agent’s notice of resignation, no successor Collateral Agent has been appointed by the Required Purchasers and has accepted such appointment, then the retiring Collateral Agent may, on behalf of the Purchasers, appoint a successor Collateral Agent from among the Purchasers. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Note Insurer; providedDocuments, however(b) the Purchasers shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, that (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Note Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Note Documents, and (d) subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by its rights as Collateral Agent under the Note InsurerDocuments. The Indenture Trustee or such custodianEffective immediately upon its acceptance of a valid appointment as Collateral Agent, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any a successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereundersucceed to, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agentvested with, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor the retiring Collateral Agent under the Note Documents (other than any rights to indemnity payments owed to the retiring Collateral Agent). After the retiring Collateral Agent’s resignation or removal hereunder, with the like provisions of this Exhibit B and Section 11 and Sections 12.2 and 12.9 of the Agreement shall continue in effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account benefit of the Collateral Agent in the event of the resignation of the such retiring Collateral Agent, its sub agents and shall their respective Related Parties in respect of any actions taken or omitted to be for taken by any of them while the account of the Servicer in the event of the removal of the retiring Collateral Agent was acting as Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 1 contract
Samples: Note Purchase and Exchange Agreement (Senseonics Holdings, Inc.)
Successor Collateral Agent. Upon Collateral Agent may resign at any time by delivering notice of such resignation to the resignation or removal Lenders and Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of the this Section 7 of this Exhibit B. If Collateral AgentAgent delivers any such notice, the Indenture Trustee may Required Lenders shall have the right to appoint a successor Collateral Agent. If, with after 30 days after the written approval date of the Note Insurer; providedretiring Collateral Agent’s notice of resignation, howeverno successor Collateral Agent has been appointed by the Required Lenders that have accepted such appointment, that then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Original Lenders, if any, and if none, from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iv) subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, its rights as the case may be, shall assume the duties of the Collateral Agent hereunderunder the Loan Documents. Any Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereundersucceed to, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agentvested with, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerLoan Documents.
Appears in 1 contract
Successor Collateral Agent. Upon The Collateral Agent may, and at the resignation or removal request of the Majority Holders shall, resign as Collateral AgentAgent upon 10 days’ notice to the Holders. If the Collateral Agent resigns under this Agreement, the Indenture Trustee may Majority Holders shall appoint from among the Holders or Aegis Capital Corp. a successor Collateral Agentagent for the Holders, with the written approval of the Note Insurer; provided, however, that the which successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and agent shall be approved by the Note InsurerCompany, such approval not to be unreasonably withheld. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any If no successor Collateral Agent agent is appointed as provided in this Section 9.08 shall execute, acknowledge and deliver prior to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event date of the resignation of the Collateral Agent, the Collateral Agent may appoint, after consulting with the Holders and the Company, a successor agent from among the Holders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall be for succeed to all the account rights, powers and duties of the Servicer in retiring Collateral Agent and the event of the removal of the term “Collateral Agent. No successor Collateral Agent ” shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance mean such successor agent and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be eligible under the provisions of Section 9.06terminated. Upon acceptance of appointment by a successor After any retiring Collateral Agent Agent’s resignation hereunder as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. If no successor agent has accepted appointment as Collateral Agent by the date which is 10 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall cause such notice to be mailed at nevertheless thereupon become effective and the expense Holders shall perform all of the Servicerduties of the Collateral Agent hereunder until such time, if any, as the Majority Holders appoint a successor agent as provided for above.
Appears in 1 contract
Successor Collateral Agent. Upon the resignation or removal of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval of the Note Certificate Insurer; provided, however, that the successor Collateral Agent so appointed shall satisfy the eligibility criteria set forth in Section 10.06 hereof, shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Certificate Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 10.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee Back-up Servicer, the Trustee, the Certificate Insurer and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture of the Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 10.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.0610.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.0810.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders Certificateholders at their addresses as shown in the Note Certificate Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (American Business Financial Services Inc /De/)
Successor Collateral Agent. Upon The Collateral Agent acting hereunder at any time may resign by an instrument in writing addressed and delivered to the Company and the Depositary, and may be removed at any time with or without cause by an instrument in writing duly executed by or on behalf of the Company. Subject to the provisions of Section 9.03 hereof, the Company shall have the right to appoint a successor to the Collateral Agent upon any such resignation or removal by an instrument of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, substitution complying with the written approval requirements of applicable law, or in the Note Insurerabsence of any such requirements, without other formality than appointment and designation in writing; provided, however, that no such appointment shall be effective until receipt of written consent of the Swap Counterparty and written confirmation from the Rating Agencies that such appointment would not result in the reduction or withdrawal of its then current rating, if any, of the Secured Liquidity Notes or Extended Notes. Upon the making and acceptance of such appointment, the execution and delivery by such successor Collateral Agent of a ratifying instrument pursuant to which such successor Collateral Agent agrees to assume the duties and obligations imposed on the Collateral Agent by the terms of this Security Agreement, and the delivery to such successor Collateral Agent of the Assigned Collateral, any Deposited Funds and documents and instruments then held by the retiring Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the estate, rights, powers, remedies, privileges, immunities, indemnities, duties and obligations hereby granted to or conferred or imposed upon the Collateral Agent named herein, and one such appointment and designation shall not exhaust the right to appoint and designate further successor Collateral Agents hereunder. No Collateral Agent shall be discharged from its duties or obligations hereunder until the Assigned Collateral, any Deposited Funds and documents and instruments then held by such Collateral Agent shall have been transferred or delivered to the successor Collateral Agent, until all Deposited Funds held in the Collateral Account (if maintained with the retiring Collateral Agent) shall have been transferred to a new Collateral Account, and until such retiring Collateral Agent shall have executed and delivered to the successor Collateral Agent so appointed shall appropriate instruments substituting such successor Collateral Agent as attorney-in-fact of the Company for purposes of this Security Agreement and assigning the retiring Collateral Agent’s security or other interest in no event be the Unaffiliated SellerAssigned Collateral, the Depositor Collateral Account, the Deposited Funds and Eligible Investments to the successor Collateral Agent. If no successor Collateral Agent shall be appointed, as aforesaid, or the Servicer if appointed, shall not have accepted its appointment, within thirty (30) days after resignation or any Person known to a Responsible Officer removal of the Indenture Trustee retiring Collateral Agent, then, subject to be an Affiliate the provisions of the Unaffiliated SellerSection 9.03 hereof, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereundermay at the expense of the Company petition a court of competent jurisdiction to appoint a successor Collateral Agent. Any Each such successor Collateral Agent appointed as provided shall provide the Company with its address and telephone and telecopier numbers to be used for purposes of Section 11.04 hereof, in this Section 9.08 shall execute, acknowledge and deliver to a notice complying with the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon terms of said Section. Notwithstanding the resignation or removal of the predecessor any Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as provisions of this Article IX shall continue to inure to the benefit of such Collateral Agent herein. The predecessor in respect of any action taken or omitted to be taken by such Collateral Agent shall deliver to the successor in its capacity as such while it was Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and under this Security Agreement. Any corporation into which the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for a party, or any corporation succeeding to the account business of the Collateral Agent in the event as a result of any of the resignation foregoing shall be the successor of the Collateral Agent, and shall be for Agent hereunder without the account execution or filing of any paper with any party hereto or any further act on the part of any of the Servicer in the event parties hereto except where an instrument of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of transfer or succession is required by law to effect such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08succession, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and anything herein to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicercontrary notwithstanding.
Appears in 1 contract
Successor Collateral Agent. Subject to the penultimate sentence of this Section 7.6, the Collateral Agent may resign at any time as Collateral Agent under the Pari Passu Financing Documents by giving 30 days' written notice thereof to the Pari Passu Creditors and the Company. Upon any such resignation, the resignation or removal Required Pari Passu Creditors shall have the right to appoint a successor Collateral Agent with the written consent of the Company (unless a Default or Event of Default shall then exist), which shall not be unreasonably withheld. If no successor Collateral Agent shall have been so appointed by the Required Pari Passu Creditors and shall have accepted such appointment, within 30 days after the retiring Collateral Agent's notice of resignation, then the Indenture Trustee may retiring Collateral Agent may, on behalf of the Pari Passu Creditors, appoint a successor Collateral Agent, with which shall (i) be a financial institution, or a branch or agency of a financial institution, organized or licensed to do business under the written approval laws of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer United States of America or any Person known State thereof and (ii) be entitled to a Responsible Officer charge customary collateral agency fees. Upon the acceptance of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, any appointment as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such by a successor Collateral Agent, without any further act, deed or conveyance, such successor Collateral Agent shall thereupon succeed to and become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunderAgent, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor retiring Collateral Agent shall be for discharged of its duties and obligations under the account of the Collateral Agent in the event of the resignation of the Pari Passu Financing Documents. Upon any retiring Collateral Agent's resignation, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent this Article 7 (as provided in this Section 9.08well as other expense reimbursement, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown indemnification and exculpatory provisions in the Note Register and other Pari Passu Financing Documents) shall continue in effect for its benefit as to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment any actions taken or omitted by the successor it while it was Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 1 contract
Samples: Pledge Agreement (Velocom Inc)
Successor Collateral Agent. Upon the resignation or removal of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.this
Appears in 1 contract
Samples: Sale and Servicing Agreement (Prudential Securities Secured Financing Corp)
Successor Collateral Agent. Upon Collateral Agent may resign as Collateral Agent upon ten (10) days’ notice to the resignation Lenders and Parent. If Collateral Agent resigns under this Agreement, all Lenders shall appoint from among the Lenders (or removal of the Collateral Agent, the Indenture Trustee may appoint affiliates thereof) a successor Collateral AgentAgent for the Lenders, with the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the which successor Collateral Agent shall (unless an Event of Default has occurred and is continuing) be for subject to the account approval of the Parent (which approval shall not be unreasonably withheld or delayed). If no successor Collateral Agent in is appointed prior to the event effective date of the resignation of the Collateral Agent, Collateral Agent may appoint, after consulting with the Lenders and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No upon notice to Parent, a successor Collateral Agent shall accept from among the Lenders (or the affiliates thereof). Upon the acceptance of its appointment as provided in this Section 9.08 unless at successor Collateral Agent hereunder, the time of such acceptance Person acting as such successor Collateral Agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent and the respective term “Collateral Agent” means such successor Collateral Agent and the retiring Collateral Agent’s appointment, powers and duties in such capacities shall be eligible under terminated without any other further act or deed on its behalf. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Article 14 and Section 9.0613.1 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. Upon acceptance of appointment by a If no successor Collateral Agent has accepted appointment as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in by the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within date ten (10) days after acceptance of appointment by the successor following a retiring Collateral Agent’s notice of resignation, the successor retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Collateral Agent shall cause hereunder until such notice to be mailed at time, if any, as the expense of the ServicerLenders appoint a successor agent as provided for above.
Appears in 1 contract
Samples: Loan and Security Agreement (CareView Communications Inc)
Successor Collateral Agent. Upon The Collateral Agent acting hereunder at any time may resign by an instrument in writing addressed and delivered to WFAL, WFSRC and Financial Security. If the resignation or removal Collateral Agent is also the Indenture Trustee and, as such, determines that it has a conflicting interest on account of the its acting as Collateral Agent, the Collateral Agent shall eliminate such conflicting interest by resigning as Collateral Agent hereunder rather than resigning as Indenture Trustee may Trustee. Financial Security shall appoint a successor to the Collateral Agent, Agent upon any such resignation by an instrument of substitution complying with the written approval requirements of applicable law, or, in the Note Insurerabsence of any such requirements, without formality other than appointment and designation in writing, a copy of which instrument or writing shall be sent to WFAL and WFSRC; provided, however, that the validity of any such appointment shall not be impaired or affected by any failure to give any such notice to WFAL and WFSRC or by any defect therein. Upon the making and acceptance of such appointment, the execution and delivery by such successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known of a ratifying instrument pursuant to a Responsible Officer of the Indenture Trustee which such successor Collateral Agent agrees to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties and obligations imposed on the Collateral Agent by the terms of this Agreement, and the delivery to such successor Collateral Agent of the Collateral Agent hereunder. Any and related documents then held by the retiring Collateral Agent, such successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge thereupon succeed to and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the estate, rights, powers, remedies, privileges, immunities, indemnities, duties and obligations of its predecessor hereunder, with hereby granted to or conferred or imposed upon the like effect as if originally named as Collateral Agent named herein, and one such appointment and designation shall not exhaust the right to appoint and designate further successor Collateral Agents hereunder. The predecessor No Collateral Agent shall deliver be discharged from its duties or obligations hereunder until the Collateral and related documents then held by such Collateral Agent shall have been transferred and delivered to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor such retiring Collateral Agent shall execute have executed and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer delivered to the successor Collateral Agent shall be for appropriate instruments establishing the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided the record holder of all liens and security interests in favor of Financial Security in the Collateral and transferring to such successor Collateral Agent all power given to it by the Indenture Trustee to act as attorney-in-fact of the Indenture Trustee for purposes of this Section 9.08 unless at the time of such acceptance Agreement. Each such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer provide WFAL and WFSRC and Financial Security with its address (which shall mail notice of the succession of thereupon become such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent's Notice Address for purposes of this Agreement), the successor Collateral Agent shall cause such notice and its telephone, Telex, TWX and telecopier numbers, to be mailed at used for purposes of Section 7.02 hereof, in a notice complying with the expense terms of the Servicersaid Section.
Appears in 1 contract
Samples: Indemnity and Pledge Agreement (WFS Receivables Corp)
Successor Collateral Agent. The Collateral Agent may resign at any time by giving thirty (30) days written notice to the Secured Creditors and the Company and may be removed at any time with or without cause by the Majority Secured Creditors. Upon the any such resignation or removal, the Majority Secured Creditors shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Majority Secured Creditors, and shall have accepted such appointment, within thirty (30) days after the retiring Collateral Agent’s giving of notice of resignation or the Majority Secured Creditors’ removal of the retiring Collateral Agent, then the Indenture Trustee may retiring Collateral Agent may, on behalf of the Secured Creditors, appoint a successor Collateral Agent, with which shall be bank, trust company or insurance company organized under the written approval laws of the Note Insurer; provided, however, that United States of America or of any state thereof and having a combined capital and surplus of at least $500,000,000. Upon the successor acceptance of any appointment as Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to hereunder by a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, (i) the retiring Collateral Agent shall assign all of the liens upon and security interests in all Collateral under the Collateral Documents, and all right, title and interest of the retiring Collateral Agent under the Collateral Documents, to the replacement Collateral Agent, without recourse or representation or warranty by the retiring Collateral Agent or any further act, deed or conveyance, Secured Creditors and at the expense of the Company and the Affiliate Guarantors and (ii) such successor Collateral Agent shall thereupon succeed to and become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor retiring Collateral Agent shall be for discharged from its duties and obligations under this Agreement and the account Collateral Documents. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Article V shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. Notwithstanding anything to the contrary in this Section 5.8, no resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided herein and shall have assumed in writing the event of the resignation obligations of the Collateral Agent, Agent under this Agreement and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerDocuments.
Appears in 1 contract
Samples: Security Agreement (Wd 40 Co)
Successor Collateral Agent. The Collateral Agent may resign at any time by giving not less than 30 days' prior written notice thereof to the Purchasers and ClimaChem. Upon any such resignation, the resignation or removal Required Holders shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Holders and shall have accepted such appointment within 30 days after the resigning Collateral Agent's giving notice of resignation, then the resigning Collateral Agent may, on behalf of the Collateral AgentPurchasers, the Indenture Trustee may appoint a successor Collateral Agent, with which shall be a Purchaser, if a Purchaser is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the written approval laws of the Note Insurer; provided, however, that the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Collateral Agent so has been appointed shall in no event be pursuant to the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved foregoing by the Note Insurer. The Indenture Trustee or 30th day after the date such custodiannotice of resignation was given by the resigning Collateral Agent, as such resignation shall become effective and the case may be, Required Holders shall assume thereafter perform all the duties of the Collateral Agent hereunderhereunder until such time, if any, as the Required Holders appoint a successor Collateral Agent as provided above. Any Prior to the occurrence and continuation of an Event of Default any successor Collateral Agent appointed as provided in this Section 9.08 by the Collateral Agent or the Required Holders shall execute, acknowledge and deliver be subject to the Trustprior approval of ClimaChem, such approval not to be unreasonably withheld or delayed. Upon the Depositor, acceptance of any appointment as the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such hereunder by a successor Collateral Agent, without any further act, deed or conveyance, such successor Collateral Agent shall succeed to and become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as resigning Collateral Agent hereinAgent. The predecessor Collateral Agent shall deliver to Upon the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and earlier of the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost acceptance of any such transfer to the successor Collateral Agent shall be for the account of appointment as the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment hereunder by a successor Collateral Agent as provided in this Section 9.08or the effective date of the resigning Collateral Agent's resignation, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor resigning Collateral Agent shall cause be discharged from its duties and obligations under this Agreement, except that any indemnity rights or other rights in favor of such notice resigning Collateral Agent shall continue. After any resigning Collateral Agent's resignation hereunder, the provisions of this Section 11.1 shall inure to its benefit as to any actions taken or omitted to be mailed at taken by it while it was the expense of the Servicer.Collateral Agent under this Agreement. (f)
Appears in 1 contract
Successor Collateral Agent. Subject to the provisions set forth in this Section 7.08, the Collateral Agent may resign at any time upon 45 days’ notice to the Counterparties and the Companies. Upon any such resignation, the resignation or removal Required Counterparties shall have the right, in consultation with TMI, to appoint a successor reasonably acceptable to the Companies. If no successor shall have been so appointed by the Required Counterparties and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Collateral AgentCounterparties, the Indenture Trustee may appoint a successor Collateral Agent, which shall be a bank or broker-dealer with the written approval of the Note Insurer; providedan office in New York, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor New York or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of any such bank or broker-dealer. If no successor agent has accepted appointment as Collateral Agent by the Unaffiliated Sellerdate that is 45 days after the date of a retiring Collateral Agent’s notice of resignation, the Depositor retiring Collateral Agent’s resignation shall nonetheless thereupon become effective and the Counterparties or a nominee selected by them shall perform all of the Servicer duties of Collateral Agent hereunder and shall be approved by under the Note Insurer. The Indenture Trustee or other Transaction Documents (as applicable) until such custodiantime, if any, as the case may be, shall assume Required Counterparties appoint a successor agent as provided for above. Upon the duties acceptance of the its appointment as Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall executehereunder and under the other Security Documents by a successor, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall succeed to and become fully vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent hereinhereunder and thereunder. The predecessor Collateral Agent shall deliver fees payable by the Companies to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the a successor Collateral Agent shall be for the account of same as those payable to its predecessor unless otherwise agreed between the Collateral Agent in the event of the resignation of Companies and such successor. After the Collateral Agent’s resignation hereunder and under the other Security Documents, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, 7 shall continue in effect for the Servicer shall mail notice of the succession benefit of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor retiring Collateral Agent, the successor Collateral Agent shall cause such notice its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be mailed at the expense taken by any of the Servicerthem while it was acting as Collateral Agent.
Appears in 1 contract
Successor Collateral Agent. Upon The Collateral Agent may resign as Collateral Agent upon 10 days’ notice to Investors and the Company. If the Collateral Agent shall resign as Collateral Agent under this Agreement and the other Transaction Documents, then Investors holding a majority of the aggregate principal amount of the most senior class of outstanding Company indebtedness held by Investors on the date of such resignation shall appoint from among Investors (or removal at the option of Investors holding a majority of the aggregate principal amount of the most senior class of outstanding Company indebtedness held by Investors, appoint a third party a Successor Collateral Agent acceptable to such Investors) a successor agent for Investors, whereupon such successor agent shall succeed to the rights, powers and duties of the Collateral Agent, and the Indenture Trustee may appoint a successor term “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, with and the written approval former Collateral Agent’s rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the Note Insurer; provided, however, that the parties to this Agreement or any holder. If no successor agent has accepted appointment as Collateral Agent so appointed shall in no event be by the Unaffiliated Sellerdate that is 10 days following a retiring Collateral Agent’s notice of resignation, the Depositor or the Servicer or any Person known to retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and Investors holding a Responsible Officer majority of the Indenture Trustee to be an Affiliate aggregate principal amount of the Unaffiliated Seller, most senior class of outstanding Company indebtedness held by Investors on the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or date of such custodian, as the case may be, resignation shall assume and perform all of the duties of the Collateral Agent hereunder. Any hereunder until such time, if any, as such Investors appoint a successor Collateral Agent appointed agent as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor for above. After any retiring Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named ’s resignation as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under ,the provisions of this Section 9.06. Upon acceptance of appointment 9 shall inure to its benefit as to any actions taken or omitted to be taken by a successor it while it was Collateral Agent as provided in under this Section 9.08, Agreement and the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicerother Transaction Documents.
Appears in 1 contract
Samples: Transaction Completion and Financing Agreement (Probe Manufacturing Inc)
Successor Collateral Agent. Upon the resignation or removal of the Collateral Agent, the Indenture Trustee may or shall, at the written direction of the Note Insurer, appoint a successor Collateral Agent, with which successor shall, in each instance, have been approved in writing by the written approval of Note Insurer, the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated SellerOriginator, the Depositor Depositor, either Transferor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated SellerOriginator, the Depositor Depositor, either Transferor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 7.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Contract Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 7.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.067.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.087.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 1 contract
Samples: Servicing Agreement (Prudential Securities Secured Financing Corp)
Successor Collateral Agent. Upon Subject to the resignation or removal appointment and acceptance of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed agent as provided in this Section 9.08 shall execute3.10, acknowledge and deliver the Collateral Agent may resign at any time by giving 30 days' prior written notice thereof to the TrustCreditors and the Borrower and the Collateral Agent may be removed at any time for cause by the Required Creditors in respect thereof. Upon any such resignation or removal, the Depositor, Required Creditors shall have the Note Insurer, right to appoint a successor agent. Any successor agent which may be appointed under this Section 3.10 shall be a Creditor or an Affiliate of a Creditor which has an office in Montreal or Toronto or is a reputable financial institution which has an office in Montreal or Toronto. If no such successor agent shall have been appointed by the Servicer, the Indenture Trustee Required Creditors and to its predecessor Collateral Agent an instrument accepting shall have accepted such appointment hereunder, and thereupon within 30 days after the retiring agent's giving of notice of resignation or the Required Creditors' removal of the predecessor retiring agent, then the retiring agent may, on behalf of the Creditors, appoint a successor agent, which shall be a reputable financial institution having an office in Montreal or Toronto. Upon the acceptance of any appointment as Collateral Agent shall become effective and by a successor agent, such successor Collateral Agent, without any further act, deed or conveyance, agent shall thereupon succeed to and become fully vested with all the rights, powers, privileges, obligations and duties of the retiring agent and shall be deemed for the purposes of this Agreement and all Financing Documents to be the Collateral Agent and such retiring agent shall be discharged from its duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent hereinunder this Agreement. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of After any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agentretiring agent's resignation, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment or replacement hereunder as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent provisions of this Agreement shall cause such notice continue in effect for its benefit and for the benefit of the Creditors in respect of any actions taken or omitted to be mailed at taken by the expense of the Servicerretiring agent while it was acting as Collateral Agent.
Appears in 1 contract
Samples: Intercreditor and Collateral Agency Agreement (Microcell Telecommunications Inc)
Successor Collateral Agent. Upon The Collateral Agent may, and at the resignation or removal request of the Majority Noteholders shall, resign as Collateral AgentAgent upon thirty (30) days’ notice to the Noteholders. If the Collateral Agent resigns under this Security Agreement, the Indenture Trustee may Majority Holders shall appoint from among the Noteholders a successor Collateral Agentagent for the Noteholders, with the written approval of the Note Insurer; provided, however, that the which successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and agent shall be approved by the Note InsurerCompany, such approval not to be unreasonably withheld. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any If no successor Collateral Agent agent is appointed as provided in this Section 9.08 shall execute, acknowledge and deliver prior to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event date of the resignation of the Collateral Agent, the Collateral Agent may appoint, after consulting with the Noteholders and the Company, a successor agent from among the Noteholders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall be for succeed to all the account rights, powers and duties of the Servicer in retiring Collateral Agent and the event of the removal of the term “Collateral Agent. No successor Collateral Agent ” shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance mean such successor agent and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be eligible under the provisions of Section 9.06terminated. Upon acceptance of appointment by a successor After any retiring Collateral Agent Agent’s resignation hereunder as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Security Agreement. If no successor agent has accepted appointment as Collateral Agent by the date which is thirty (30) days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall cause such notice to be mailed at nevertheless thereupon become effective, and the expense Noteholders shall perform all of the Servicer.duties of the Collateral Agent hereunder until such time, if any, as the Majority Holders appoint a successor agent as provided for above. *** Remainder of this page intentionally left blank *** Agreed, as of the date first set forth above: Grantors: Enumeral Biomedical Holdings, Inc. By: /s/ Kxxxx X. Xxxxxx Name: Kxxxx X. Xxxxxx Title: Vice President of Finance, Chief Accounting Officer and Treasurer Enumeral Biomedical Corp. By: /s/ Kxxxx X. Xxxxxx Name: Kxxxx X. Xxxxxx Title: Vice President of Finance and Treasurer Collateral Agent: Intuitive Venture Partners, LLC By: /s/ Axxxx Xxxxx Name: Axxxx Xxxxx Title: Partner [THE NOTEHOLDERS SIGN BY EXECUTING BUYER OMNIBUS Schedule 1
Appears in 1 contract
Samples: Intellectual Property Security Agreement (Enumeral Biomedical Holdings, Inc.)
Successor Collateral Agent. Upon the resignation or removal of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named resign as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held hereunder by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within giving not fewer than ten (10) days after acceptance prior written notice to Borrower, the Guarantors, and the Lenders. If Collateral Agent shall resign under this Agreement, then either (a) the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders (with the consent of Borrower so long as an Event of Default has not occurred and which consent shall not be unreasonably withheld), or (b) if a successor agent shall not be so appointed and approved within the ten (10) day period following Collateral Agent’s notice to the Lenders of its resignation, then Collateral Agent shall appoint a successor agent that shall serve as collateral agent until such time as the Required Lenders appoint a successor collateral agent. If no successor agent has accepted appointment as Collateral Agent by the date that is ten (10) days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon its appointment, such successor agent shall succeed to the rights, powers and duties as agent, and the term “Collateral’ Agent” means such successor effective upon its appointment, and the former agent’s rights, powers and duties as agent shall be terminated without any other or further act or deed on the part of such former agent or any of the parties to this Agreement. After any retiring Collateral Agent’s resignation as Collateral Agent, the successor provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent shall cause such notice to be mailed at under this Agreement and the expense of the Servicerother Loan Documents.
Appears in 1 contract
Samples: Assignment and Acceptance Agreement (Sg Blocks, Inc.)
Successor Collateral Agent. Upon Collateral Agent may resign as Collateral Agent upon ten (10) days’ notice to Lenders. If Collateral Agent resigns under this Agreement, all Lenders shall appoint from among Lenders (or the resignation or removal of the Collateral Agent, the Indenture Trustee may appoint affiliates thereof) a successor Collateral AgentAgent for Lenders, with the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the which successor Collateral Agent shall (unless an Event of Default has occurred and is continuing) be for subject to the account approval of the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor Collateral Agent in is appointed prior to the event effective date of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No Agent may appoint, after consulting with Lenders, a successor Collateral Agent shall accept from among Lenders (or the affiliates thereof). Upon the acceptance of its appointment as provided in this Section 9.08 unless at successor Collateral Agent hereunder, the time of such acceptance Person acting as such successor Collateral Agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent and the respective term “Collateral Agent” means such successor Collateral Agent and the retiring Collateral Agent’s appointment, powers and duties in such capacities shall be eligible under terminated without any other further act or deed on its behalf. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Section 9.06this Article 13 and Sections 2.3(d) and 12.2 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. Upon acceptance of appointment by a If no successor Collateral Agent has accepted appointment as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in by the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within date ten (10) days after acceptance of appointment by the successor following a retiring Collateral Agent’s notice of resignation, the successor retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of Collateral Agent shall cause hereunder until such notice to be mailed at the expense of the Servicertime, if any, as Lenders appoint a successor agent as provided for above.
Appears in 1 contract
Samples: Loan and Security Agreement (Ligand Pharmaceuticals Inc)
Successor Collateral Agent. Upon Collateral Agent may resign at any time by delivering notice of such resignation to the resignation or removal Lenders and Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of the this Section 7 of this Exhibit B. If Collateral AgentAgent delivers any such notice, the Indenture Trustee may Required Lenders shall have the right to appoint a successor Collateral Agent, with the written approval and unless an Event of the Note Insurer; provided, however, that the successor Collateral Agent so appointed Default shall in no event have occurred and be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and continuing such successor Collateral Agent, without any further act, deed if not an Original Lender or conveyancean Affiliate thereof, shall be subject to the prior written consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned). If, after 30 days after the date of the retiring Collateral Agent’s notice of resignation, no successor Collateral Agent has been appointed by the Required Lenders, consented to by Borrower (if applicable) and has accepted such appointment, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Original Lenders, if any, and if none, from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (d) subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent its rights as Collateral Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent shall succeed to, and become fully vested with with, all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerLoan Documents.
Appears in 1 contract
Samples: Loan and Security Agreement (Restoration Robotics, Inc.)
Successor Collateral Agent. Upon the resignation or removal of the Collateral Agent, the Indenture Trustee Trust may (and, at the direction of the Controlling Party, shall) appoint a successor Collateral Agent, with the written approval of the Note InsurerControlling Party; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Selleran Originator, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Selleran Originator, the Depositor or the Servicer and shall be approved by the Note InsurerControlling Party. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 11.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 11.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.0611.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.0811.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders Noteholder at their addresses as shown in the Note Register and to the Note Insurer and the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 1 contract
Samples: Sale and Servicing Agreement (American Business Financial Services Inc /De/)
Successor Collateral Agent. Upon Subject to the resignation provisions of the Intercreditor Agreement and the Guarantee and Collateral Agreement, the Collateral Agent may resign as Collateral Agent upon 30 days’ notice to the Lenders and the Borrower. If the Collateral Agent shall resign as Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or removal Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Collateral Agent, and the Indenture Trustee may appoint a successor term “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, with and the written approval former Collateral Agent’s rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the Note Insurer; provided, however, that parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Collateral Agent so appointed shall in no event be by the Unaffiliated Sellerdate that is 30 days following a retiring Collateral Agent’s notice of resignation, the Depositor or retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, Administrative Agent shall assume and perform all of the duties of the Collateral Agent hereunder. Any hereunder until such time, if any, as the Required Lenders appoint a successor Collateral Agent appointed agent as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor for above. After any retiring Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect ’s resignation as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent shall cause such notice to be mailed at under this Agreement and the expense of the Servicerother Loan Documents.
Appears in 1 contract
Successor Collateral Agent. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Administrative Agent, Lenders and the Borrower, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower, Collateral Agent and Administrative Agent and signed by Requisite Lenders. Upon the any such notice of resignation or removal any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to the Administrative Agent, following receipt of the Collateral AgentBorrower’s consent (which shall not be unreasonable withheld or delayed and which shall not be required while an Event of Default exists), the Indenture Trustee may to appoint a successor Collateral Agent, with . Upon the written approval acceptance of the Note Insurer; provided, however, that the successor any appointment as Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to hereunder by a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, that successor Collateral Agent shall thereupon succeed to and become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring or removed Collateral Agent herein. The predecessor and the retiring or removed Collateral Agent shall deliver promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunderunder the Credit Documents, and the Servicer and the predecessor Collateral Agent shall (ii) execute and deliver to such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rightsamendments to financing statements, powersand take such other actions, duties and obligations. The cost as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of any the security interests created under the Collateral Documents, whereupon such transfer to the successor retiring or removed Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, discharged from its duties and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible obligations hereunder and under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicerother Credit Documents.
Appears in 1 contract
Successor Collateral Agent. Upon The Collateral Agent may, and at the resignation or removal request of the Majority Noteholders shall, resign as Collateral AgentAgent upon thirty (30) days’ notice to the Noteholders. If the Collateral Agent resigns under this Security Agreement, the Indenture Trustee may Majority Holders shall appoint from among the Noteholders a successor Collateral Agentagent for the Noteholders, with the written approval of the Note Insurer; provided, however, that the which successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and agent shall be approved by the Note InsurerCompany, such approval not to be unreasonably withheld. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any If no successor Collateral Agent agent is appointed as provided in this Section 9.08 shall execute, acknowledge and deliver prior to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event date of the resignation of the Collateral Agent, the Collateral Agent may appoint, after consulting with the Noteholders and the Company, a successor agent from among the Noteholders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall be for succeed to all the account rights, powers and duties of the Servicer in retiring Collateral Agent and the event of the removal of the term “Collateral Agent. No successor Collateral Agent ” shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance mean such successor agent and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be eligible under the provisions of Section 9.06terminated. Upon acceptance of appointment by a successor After any retiring Collateral Agent Agent’s resignation hereunder as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Security Agreement. If no successor agent has accepted appointment as Collateral Agent by the date which is thirty (30) days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall cause such notice to be mailed at nevertheless thereupon become effective, and the expense Noteholders shall perform all of the Servicerduties of the Collateral Agent hereunder until such time, if any, as the Majority Holders appoint a successor agent as provided for above.
Appears in 1 contract
Samples: Security Agreement (Sincerity Applied Materials Holdings Corp.)
Successor Collateral Agent. Upon The Collateral Agent may resign as collateral agent hereunder and under the Servicing Agreement upon 30 days' notice to the Borrower, the Servicer and the Lenders. The Collateral Agent may be removed at any time by the Borrower acting at the direction of, or with the consent of, the Lenders in respect of the majority in aggregate principal amount of the Advance outstanding if at any time the Collateral Agent shall fail to comply with its obligations under this Security Agreement. No such resignation or removal shall be effective unless and until a successor collateral agent has accepted appointment as such pursuant to this Agreement and in the case of a removal, any and all amounts then due to the Collateral Agent hereunder have been paid in full. If the Collateral Agent shall resign or be removed as collateral agent, then the Borrower shall appoint a commercial bank having a combined capital and surplus of at least $250,000,000, subject to supervision or examination by federal or state authority and having an established place of business in the United States as successor collateral agent for the Secured Parties upon (a) acceptance of such appointment by such successor collateral agent, (b) the approval of such appointment by the Lenders in respect of a majority in aggregate principal amount of the Advance outstanding, and (c) the filing of any necessary amendments to any UCC financing statements to reflect such appointment. Such successor collateral agent shall succeed to the rights, powers and duties of the Collateral Agent, and the term "Collateral Agent" shall mean such successor collateral agent effective upon its appointment, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent. Such successor collateral agent shall be entitled to amend any UCC financing statements and any other filings, recordation and declarations it deems advisable or necessary in connection with such termination and cancellation. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Section 8 and Section 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Security Agreement. Notwithstanding the foregoing, if no successor collateral agent shall be appointed as aforesaid, or if appointed, such successor shall not have accepted its appointment within thirty (30) days after resignation of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known may petition a court of competent jurisdiction to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or make such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicerappointment.
Appears in 1 contract
Successor Collateral Agent. The Collateral Agent acting hereunder at any time may resign by an instrument in writing addressed and delivered, 60 days prior to the effectiveness of such resignation, to each of the Liquidity Providers, the Administrative Agent, the Liquidity Agent, the Lender, the Borrower and the Check-Casher, and may be removed at any time with cause by an instrument in xxxxxng duly executed by or on behalf of the Majority Liquidity Providers. Subject to the provisions hereof, the Majority Liquidity Providers shall also have the right to appoint a successor to the Collateral Agent upon any such resignation or removal, by an instrument of substitution complying with the requirements of Applicable Law, or, in the absence of any such requirements, without any formality other than appointment and designation in writing. Upon the making and acceptance of such appointment, the execution and delivery by such successor Collateral Agent of a ratifying instrument pursuant to which such successor Collateral Agent agrees to assume the duties and obligations imposed on the Collateral Agent by the terms of this Agreement, and the delivery to such successor Collateral Agent of the collateral, and documents and instruments then held by the retiring Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the estate, rights, powers, remedies, privileges, immunities, indemnities, duties and obligations hereby granted to or conferred or imposed upon the retiring Collateral Agent, and one such appointment and designation shall not exhaust the right to appoint and designate further successor Collateral Agents hereunder. No removal or resignation of the Collateral Agent shall be effective unless and until a successor Collateral Agent has been duly appointed, and the appointment of such 41 successor Collateral Agent has been accepted by such successor Collateral Agent. No Collateral Agent shall be discharged from its duties or obligations hereunder until the collateral and documents and instruments then held by such retiring Collateral Agent shall have been transferred or delivered to the successor Collateral Agent, until such retiring Collateral Agent shall have executed and delivered to the successor Collateral Agent appropriate instruments substituting such successor Collateral Agent for purposes of this Agreement and assigning the retiring Collateral Agent's interest in the collateral, to the successor Collateral Agent. If no successor Collateral Agent shall be appointed, as aforesaid, or, if appointed, shall not have accepted its appointment, within 30 days after notice of resignation or removal of the retiring Collateral Agent, then, subject to the provisions hereof, the retiring Collateral Agent may appoint a successor Collateral Agent with the written consent of the Liquidity Agent or petition any court of competent jurisdiction for the appointment of a successor collateral agent. Each such successor Collateral Agent shall provide the Check-Casher, the Borrower, ACE, the Administrative Agent, the Lender, each Xxxxxdity Provider and the Liquidity Agent with its address and telephone numbers. Notwithstanding the resignation or removal of the any Collateral AgentAgent hereunder, the Indenture Trustee may appoint provisions of this Article X shall continue to inure to the benefit of such retiring Collateral Agent in respect of any action taken or omitted to be taken by such retiring Collateral Agent in its capacity as such while it was Collateral Agent under this Agreement. The Administrative Agent shall provide prompt notice to each Rating Agency, the Check-Casher and the Borrower of the appointment of a successor Collateral Agent, with the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerXxxxx.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Ace Cash Express Inc/Tx)
Successor Collateral Agent. The Collateral Agent may resign at any time by giving thirty (30) days’ written notice thereof to the Secured Creditors and may be removed at any time with or without cause by the Majority Secured Creditors. Upon the any such resignation or removal, the Majority Secured Creditors shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been appointed by the Majority Secured Creditors and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent’s giving of notice of resignation or the Majority Secured Creditors’ removal of the retiring Collateral Agent, then the Indenture Trustee may retiring Collateral Agent may, on behalf of the Secured Creditors, appoint a successor Collateral Agent, with which shall be a state or national bank, trust company or insurance company organized under the written approval laws of the Note Insurer; provided, however, that United States of America or of any state thereof and having a combined capital and surplus of at least $200,000,000. Upon the successor acceptance of any appointment as Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to hereunder by a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, (i) the retiring Collateral Agent shall assign all of the security interests in, mortgages and other liens upon all Collateral under the Collateral Documents, and all right, title and interest of the retiring Collateral Agent under the Collateral Documents, to the replacement Collateral Agent, without recourse or representation or warranty by the retiring Collateral Agent or any further actSecured Creditors and at the expense of the Company, deed or conveyance, and (ii) such successor Collateral Agent shall thereupon succeed to and become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunderAgent, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the Collateral Documents. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent. Notwithstanding anything to the account contrary in this Section 5.12, no resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided herein and shall have assumed in writing the event of the resignation obligations of the Collateral Agent, Agent under this Agreement and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerDocuments.
Appears in 1 contract
Samples: Intercreditor and Collateral Agency Agreement (Northwest Pipe Co)
Successor Collateral Agent. Upon the resignation or removal of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of 42 the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 1 contract
Samples: Sale and Servicing Agreement (American Business Financial Services Inc /De/)
Successor Collateral Agent. Upon Collateral Agent may resign at any time by delivering notice of such resignation to the resignation or removal Lenders and Xxxxxxxx, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of this Section 7 of this Xxxxx X. If Collateral Agent delivers any such notice, the Required Lenders shall have the right, with Xxxxxxxx’s prior written consent (unless an Event of Default has occurred and is continuing at the time of the Collateral Agent, the Indenture Trustee may appointment) to appoint a successor Collateral Agent. If, with after 30 days after the written approval date of the Note Insurer; providedretiring Collateral Agent’s notice of resignation, howeverno successor Collateral Agent has been appointed by the Required Lenders that has accepted such appointment, that then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iv) subject to its rights under Section 2(b) of this Xxxxx X, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, its rights as the case may be, shall assume the duties of the Collateral Agent hereunderunder the Loan Documents. Any Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereundersucceed to, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agentvested with, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerLoan Documents.
Appears in 1 contract
Successor Collateral Agent. Upon The Collateral Agent may resign as Collateral Agent upon five Business Days notice to the resignation or removal of Lenders and the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval of the Note InsurerBorrower; provided, however, that (a) if any obligations remain outstanding under the First Lien Senior Secured Facility, the Collateral Agent may only resign hereunder if the Collateral Agent, in its capacity as agent under the Senior Loan Agreement, is resigning under the Senior Loan Agreement, and (b) such resignation shall not take effect until a successor agent has been appointed. If the Collateral Agent shall resign as collateral agent under this Agreement and in its capacity as agent under the Senior Loan Agreement, the Lenders agree that they shall appoint as successor collateral agent the successor agent appointed by the Senior Lenders under the Senior Loan Agreement, provided such successor is reasonably acceptable to the Lenders. If the Collateral Agent so appointed shall resign as Collateral Agent under this Agreement after the payment in no event be full of all obligations under the Unaffiliated SellerFirst Lien Senior Secured Facility, then the Depositor or Required Lenders shall appoint from among the Servicer or any Person known to Lenders a Responsible Officer of successor collateral agent for the Indenture Trustee to be an Affiliate of the Unaffiliated SellerLenders which successor collateral agent, the Depositor or the Servicer and if it is other than Foothill Capital Corporation, shall be approved by the Note Insurer. The Indenture Trustee Borrower (which approval shall not be unreasonably withheld or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunderdelayed). Any successor Collateral Agent appointed as provided in this Section 9.08 collateral agent shall execute, acknowledge and deliver succeed to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, powers and duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the term "Collateral Agent. No successor Collateral Agent " shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance mean such successor collateral agent effective upon its appointment, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be eligible under terminated, without any other or further act or deed on the provisions part of Section 9.06such former Collateral Agent or any of the parties to this Agreement or any holders of the Notes. Upon acceptance of appointment by If the Required Lenders have failed to appoint, or the Borrower has failed to approve, a successor collateral agent within 30 days after the resignation notice given by the Collateral Agent as provided above, then the Collateral Agent shall be entitled to appoint a successor collateral agent from among the Lenders, and no such approval of Borrower shall be required. The Collateral Agent and the Borrower agree to enter into all instruments and agreements, execute any documents, and take any other action reasonably required or requested by such successor collateral agent to effect the transfer of all Liens in this Section 9.08, the Servicer shall mail notice favor of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agenciessuccessor collateral agent, in all such cases at the sole cost and expense of the Borrower. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor After any retiring Collateral Agent's resignation hereunder as Collateral Agent, the successor provisions of Article 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent shall cause such notice to be mailed at the expense of the Servicerunder this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Ithaca Industries Inc)
Successor Collateral Agent. The Collateral Agent may at any time give notice of its resignation to the Purchasers and the Company. TICC shall resign as Collateral Agent in favor of Seaview if (a) TICC does not exercise the Exchange Option on or before the earlier of (i) ten (10) Business Days after the date on which TICC shall receive a license from the California Department of Corporations pursuant to the California Finance Lenders Law or (ii) May 3, 2006, and (b) at any time on or after such date, Seaview shall have acquired one or more Notes pursuant to this Agreement and TICC shall not then hold any Notes. Upon receipt of any such notice of resignation, except as set forth in the resignation or removal of the Collateral Agentpreceding sentence, the Indenture Trustee may Majority Purchasers shall have the right, in consultation with the Company, to appoint a successor Collateral Agent. If no such successor shall have been so appointed by the Majority Purchasers and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives notice of its resignation, with then the written approval retiring Collateral Agent may on behalf of the Note Insurer; provided, however, that the Purchasers appoint a successor Collateral Agent; provided that if the Collateral Agent so appointed shall notify the Company and the Purchasers that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice from the Collateral Agent that no event Person has accepted such appointment and, from and following delivery of such notice, (i) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the Unaffiliated Sellerother Note Documents and (ii) all payments, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee communications and determinations provided to be an Affiliate of made by, to or through the Unaffiliated SellerCollateral Agent shall instead be made by or to each Purchaser directly, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or until such custodian, time as the case may be, shall assume Majority Purchasers appoint a successor the duties Collateral Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall succeed to and become fully vested with all of the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring (or retired) Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunderAgent, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder and under the other Note Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Collateral Agent’s resignation hereunder and under the other Note Documents, the provisions of this Section 15 shall continue in effect for the account benefit of the such retiring Collateral Agent and its sub-agents in respect of any actions taken or omitted to be taken by any of them while the event of the resignation of retiring Collateral Agent was acting or was continuing to act as the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 1 contract
Samples: Note Purchase Agreement (GenuTec Business Solutions, Inc.)
Successor Collateral Agent. Upon The Collateral Agent may resign as Collateral Agent hereunder upon ninety (90) days' notice to the Lenders and the Corporation and may be removed at any time, with or without cause, by the Majority Lenders upon ninety (90) days' notice to the Lenders, the Corporation, and the Collateral Agent. If at any time the Collateral Agent shall resign or be removed as Collateral Agent under this Section 6, then the Majority Lenders shall appoint a successor agent for the Lenders, whereupon such successor agent shall, following written notice to the Corporation, succeed to the rights, powers and duties of the Collateral Agent; provided, however, that any successor agent so appointed shall be authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of an agent (any successor agent meeting each of the foregoing requirements, a "SUCCESSOR COLLATERAL AGENT"). If the appointment of such successor shall not have become effective (as hereafter provided) within such ninety-day period after the Collateral Agent's resignation or upon removal of the Collateral Agent, then (i) the Indenture Trustee Collateral Agent may assign the security interests granted pursuant to the Security Documents and its duties hereunder and under the Security Documents to the Lenders, as their interests may appear, and in such case all references herein to "Collateral Agent" shall be deemed to refer to "Majority Lenders" and (ii) the Lenders may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent and such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent, with Agent meeting the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided qualifications specified in this Section 9.08 6.3(g). The Lenders hereby consent to such petition and appointment so long as such criteria are met. The term "Collateral Agent" shall execute, acknowledge mean the successor agent effective upon its appointment and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to upon its predecessor Collateral Agent an instrument accepting acceptance of such appointment hereunderappointment, and thereupon the resignation or removal of the predecessor former Collateral Agent's rights, powers and duties as Collateral Agent shall become effective and such successor Collateral Agentbe terminated, without any other or further actact or deed on the part of such former Collateral Agent or any of the parties to this Section 6 or the Security Documents, deed or conveyance, and the Successor Collateral Agent shall succeed to and become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent. The resigning or removed Collateral Agent herein. The predecessor agrees that it shall take all actions and execute all documents which may be reasonably required by the Lenders and the Successor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things give effect to its replacement as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent hereunder and shall be fully indemnified under the terms of this Section 6 in the event of the resignation of so doing. After the Collateral Agent, and shall be for the account of the Servicer in the event of the 's resignation or removal of the Collateral Agent. No successor Collateral Agent shall accept appointment hereunder as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor provisions of this Section 6.3 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent shall cause such notice to be mailed at the expense of the Servicerunder this Section 6.
Appears in 1 contract
Samples: Note Issuance Agreement (Advancis Pharmaceutical Corp)
Successor Collateral Agent. The Collateral Agent may resign at any time by giving thirty (30) days’ written notice thereof to the Secured Creditors and may be removed at any time with or without cause by the Majority Secured Creditors. Upon the any such resignation or removal, the Majority Secured Creditors shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been appointed by the Majority Secured Creditors and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent’s giving of notice of resignation or the Majority Secured Creditors’ removal of the retiring Collateral Agent, then the Indenture Trustee may retiring Collateral Agent may, on behalf of the Secured Creditors, appoint a successor Collateral Agent, with which shall be a state or national bank, trust company or insurance company organized under the written approval laws of the Note Insurer; provided, however, that United States of America or of any state thereof and having a combined capital and surplus of at least $200,000,000. Upon the successor acceptance of any appointment as Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to hereunder by a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, (i) the retiring Collateral Agent shall assign all of the security interests in, mortgages and other liens upon all Collateral under the Collateral Documents, and all right, title and interest of the retiring. Collateral Agent under the Collateral Documents, to the replacement Collateral Agent, without recourse or representation or warranty by the retiring Collateral Agent or any further actSecured Creditors and at the expense of the Company, deed or conveyance, and (ii) such successor Collateral Agent shall thereupon succeed to and become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunderAgent, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the Collateral Documents. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent. Notwithstanding anything to the account contrary in this Section 5.12, no resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided herein and shall have assumed in writing the event of the resignation obligations of the Collateral Agent, Agent under this Agreement and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerDocuments.
Appears in 1 contract
Samples: Intercreditor and Collateral Agency Agreement (Northwest Pipe Co)
Successor Collateral Agent. Upon Collateral Agent may resign as collateral agent hereunder by giving not fewer than thirty (30) days prior written notice to Administrative Borrower and the Lenders. If Collateral Agent shall resign under this Agreement, then either (a) the Required Lenders shall appoint from among the Lenders a successor collateral agent for the Lenders (with the consent of Administrative Borrower so long as an Event of Default has not occurred and which consent shall not be unreasonably withheld), or (b) if a successor collateral agent shall not be so appointed and approved with the thirty (30) day period following Collateral Agent’s notice to the Lenders of its resignation, then Collateral Agent shall appoint a successor collateral agent that shall serve as collateral agent until such time as the Required Lenders appoint a successor collateral agent. If no successor collateral agent has accepted appointment as Collateral Agent by the date this is thirty (30) days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation or removal shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon its appointment, such successor agent shall succeed to the rights, powers and duties as agent, and the term “collateral Agent” means such successor effective upon its appointment, and the former collateral agent’s rights, powers and duties as agent shall be terminated without any other or further act or deed on the part of such former agent or any of the parties to this Agreement. After any retiring Collateral Agent’s resignation as Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval provisions of the Note Insurer; provided, however, that the successor this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in under this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, Agreement and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Nn Inc)
Successor Collateral Agent. The Collateral Agent may at any time give notice of its resignation to the Purchasers and the Borrower. Upon receipt of any such notice of resignation, the Required Purchasers shall have the right to appoint a successor Collateral Agent. If no such successor shall have been so appointed by the Required Purchasers and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives notice of its resignation, then (a) the resignation or removal of the Collateral AgentAgent shall become effective on such 30th day, (b) the Indenture Trustee may Required Purchasers shall perform the duties of the Collateral Agent under the Note Documents until the Required Purchasers appoint a successor Collateral Agent, with (c) the written approval of the Note Insurer; provided, however, that the successor retiring Collateral Agent so appointed shall in no event be discharged from its duties and obligations hereunder and under the Unaffiliated Sellerother Note Documents and (d) all payments, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee communications and determinations provided to be an Affiliate of made by, to or through the Unaffiliated SellerCollateral Agent shall instead be made by or to each Purchaser directly, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or until such custodian, time as the case may be, shall assume Required Purchasers appoint a successor the duties Collateral Agent as provided for in this Section 13.5. Upon the acceptance of a successor’s appointment as the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall succeed to and become fully vested with all of the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring (or retired) Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunderAgent, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder and under the other Note Documents (if not already discharged therefrom as provided herein). After the retiring Collateral Agent’s resignation hereunder and under the other Note Documents, the provisions of this Article 13 shall continue in effect for the account benefit of the such retiring Collateral Agent and its sub-agents in respect of any actions taken or omitted to be taken by any of them while the event of the resignation of the retiring Collateral Agent, and shall be for the account of the Servicer in the event of the removal of Agent was acting or was continuing to act as the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.[Signature Page Follows]
Appears in 1 contract
Successor Collateral Agent. Upon Collateral Agent may resign at any time by delivering notice of such resignation to the resignation or removal Lenders and Xxxxxxxx, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of the this Section 7 of this Exhibit C. If Collateral AgentAgent delivers any such notice, the Indenture Trustee may Lenders shall have the right to appoint a successor Collateral Agent. If, with after 30 days after the written approval date of the Note Insurer; providedretiring Collateral Agent’s notice of resignation, howeverno successor Collateral Agent has been appointed by the Lenders that has accepted such appointment, that then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (d) subject to its rights under Section 2(b) of this Exhibit C, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, its rights as the case may be, shall assume the duties of the Collateral Agent hereunderunder the Loan Documents. Any Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereundersucceed to, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agentvested with, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent hereinunder the Loan Documents. The predecessor Collateral Agent shall deliver Xxxxxxxx agrees to the negotiate in good faith with any successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver with respect to any collateral agent fees to be paid to such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer8.
Appears in 1 contract
Samples: Loan and Security Agreement (Applied Digital Corp.)
Successor Collateral Agent. The Collateral Agent may resign as the Collateral Agent upon thirty (30) days’ notice to each Grantor. If the Collateral Agent resigns under this Agreement, the Required Lenders (or the Required Holders, if the Indenture is then in effect) shall appoint a successor Collateral Agent. Upon the acceptance by the collateral agent so selected of its appointment as successor agent hereunder, such successor agent shall succeed to all of the rights, powers and duties of the retiring the Collateral Agent and the term “Collateral Agent” as used herein and in the other Financing Agreements shall mean such successor agent and the retiring Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be terminated. After a retiring Collateral Agent’s resignation or removal of hereunder as the Collateral Agent, the Indenture Trustee provisions of this Section 10.6 shall inure to its benefit as to any actions taken or omitted by it while it was the Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Collateral Agent by the date which is thirty (30) days after the date of a retiring the Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nonetheless thereupon become effective and the retiring Collateral Agent may appoint a successor Collateral Agent, with collateral agent reasonably acceptable to the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor Junior Creditors or the Servicer or any Person known may apply to a Responsible Officer court of the Indenture Trustee competent jurisdiction to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurerhave a successor collateral agent appointed. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of If the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver merges or consolidates with another corporation or transfers substantially all of its corporate trust business to the Trustanother corporation, the Depositorsurviving entity or such transferee, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyanceas applicable, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicerwithout further act.
Appears in 1 contract
Successor Collateral Agent. Upon Collateral Agent may resign at any time by delivering notice of such resignation to the resignation or removal Lenders and Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of the this Section 7 of this Exhibit B. If Collateral AgentAgent delivers any such notice, the Indenture Trustee may Required Lenders shall have the right to appoint a successor Collateral AgentAgent and so long as no Event of Default has occurred and is continuing such successor Collateral Agent must be reasonably acceptable to Borrower. If, with after 30 days after the written approval date of the Note Insurer; providedretiring Collateral Agent’s notice of resignation, howeverno successor Collateral Agent has been appointed by the Required Lenders and has accepted such appointment, that then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders and so long as no Event of Default has occurred and is continuing such successor Collateral Agent must be reasonably acceptable to Borrower. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iv) subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, its rights as the case may be, shall assume the duties of the Collateral Agent hereunderunder the Loan Documents. Any Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereundersucceed to, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agentvested with, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerLoan Documents.
Appears in 1 contract
Successor Collateral Agent. The Collateral Agent may resign at any time by giving written notice thereof to the Holders and the Company, such resignation to be effective upon the appointment of a successor Collateral Agent or, if no successor Collateral Agent has been appointed, forty-five days after the retiring Collateral Agent gives notice of its intention to resign. The Collateral Agent may be removed at any time with or without cause by written notice received by the Collateral Agent from the Majority Holders, such removal to be effective on the date specified by the Majority Holders. Upon any such resignation or removal, the Majority Holders shall have the right to appoint, on behalf of the Company and the Holders, a successor Collateral Agent subject to the approval of the Company, such approval not to be unreasonably withheld; provided that Company shall not have the right to approve any successor Collateral Agent appointed during the continuance of any Event of Default. If no successor Collateral Agent shall have been so appointed by the Majority Holders within thirty days after the resigning Collateral Agent's giving notice of its intention to resign, then the resigning Collateral Agent may appoint, on behalf of the Company and the Holders, a successor Collateral Agent. Notwithstanding the previous sentence, the Collateral Agent may at any time without the consent of the Company or any Holder, appoint any of its Affiliates which is a commercial bank as a successor Collateral Agent hereunder. If the Collateral Agent has resigned or been removed and no successor Collateral Agent has been appointed, the Holders may perform all the duties of Collateral Agent hereunder and the Company shall make all payments in respect of the Indebtedness to the applicable Holder and for all other purposes shall deal directly with the Holders. No successor Collateral Agent shall be deemed to be appointed hereunder until such successor Collateral Agent has accepted the appointment. Any such successor Collateral Agent shall be a financial institution or Fund having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Collateral Agent. Upon the effectiveness of the resignation or removal of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval of the Note Insurer; provided, however, that the successor resigning or removed Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by discharged from its duties and obligations hereunder and under the Note InsurerDocuments. The Indenture Trustee or such custodian, as After the case may be, shall assume the duties effectiveness of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor a Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided this Article XI shall continue in this Section 9.08, effect for the Servicer shall mail notice of the succession benefit of such Collateral Agent hereunder in respect of any actions taken or omitted to all Noteholders at their addresses be taken by it while it was acting as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at hereunder and under the expense of the Servicerother Documents.
Appears in 1 contract
Successor Collateral Agent. Upon Collateral Agent may resign at any time by delivering notice of such resignation to the resignation or Lenders and Borrowers, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of this Section 7 of this Exhibit B. The Required Lenders may deliver notice of removal of to the Collateral Agent, effective on the Indenture Trustee may date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of this Section 7 of this Exhibit B. Upon receipt of any such notice of resignation or removal, the Required Lenders shall have the right to appoint a successor Collateral Agent. If, with after 30 days after the written approval date of the Note Insurer; providedretiring Collateral Agent’s notice of resignation, howeverno successor Collateral Agent has been appointed by the Required Lenders and has accepted such appointment, that then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (d) subject to its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, its rights as the case may be, shall assume the duties of the Collateral Agent hereunderunder the Loan Documents. Any Effective immediately upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereundersucceed to, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agentvested with, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor the retiring Collateral Agent under the Loan Documents (other than any rights to indemnity payments owed to the retiring Collateral Agent). After the retiring Collateral Agent’s resignation or removal hereunder, with the like provisions of this Exhibit B and Section 11 and Sections 12.2 and 12.9 of the Agreement shall continue in effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account benefit of the Collateral Agent in the event of the resignation of the such retiring Collateral Agent, its sub agents and shall their respective Related Parties in respect of any actions taken or omitted to be for taken by any of them while the account of the Servicer in the event of the removal of the retiring Collateral Agent was acting as Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 1 contract
Samples: Loan and Security Agreement (Senseonics Holdings, Inc.)
Successor Collateral Agent. Upon U.S. Bank National Association may, upon sixty (60) days' notice to the resignation or removal of Borrower, the Collateral Servicer, the Agent, the Indenture Trustee may Lender, the Facility Insurer and each other party hereto, resign as Collateral Agent. If U.S. Bank National Association shall resign as Collateral Agent under this Agreement, then the Agent and the Facility Insurer (or, following the occurrence of an Early Amortization Event (other than a Facility Insurer Early Amortization Event), the Facility Insurer only) shall appoint a successor Collateral Agent, with the written approval of the Note Insurer; provided, however, that the whereupon such successor Collateral Agent so appointed shall succeed to the rights, powers and duties of the Collateral Agent hereunder (and, without limitation, such successor Collateral Agent is hereby authorized and empowered to file any financing statement amendments and execute and deliver, on behalf of the former Collateral Agent, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the transfer of the rights, powers and duties of the former Collateral Agent hereunder to such successor Collateral Agent) and references herein to the Collateral Agent shall mean such successor Collateral Agent, effective upon its appointment; and such former Collateral Agent's rights, powers and duties in no event such capacity shall be terminated, without any other or further act or deed on the Unaffiliated Sellerpart of such former Collateral Agent or any of the parties to this Agreement. No such resignation shall be effective until a successor Collateral Agent designated by the Agent and the Facility Insurer (or, following the occurrence of an Early Amortization Event (other than a Facility Insurer Early Amortization Event), the Depositor or Facility Insurer only) shall have assumed the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer responsibilities and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties obligations of the Collateral Agent hereunder. Any The former Collateral Agent and the Servicer agree to cooperate with any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to effecting the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal transfer of the predecessor Collateral Agent shall become effective and such successor former Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties 's responsibilities and obligations of its predecessor rights hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 1 contract
Samples: Security Agreement (Maxtor Corp)
Successor Collateral Agent. Upon The Collateral Agent may resign as -------------------------- Collateral Agent upon 10 days' notice to the resignation or removal of Lenders. If the Collateral AgentAgent shall resign as Collateral Agent under this Agreement, then the Indenture Trustee may Required Lenders shall appoint from among the Lenders a successor Collateral Agent, with which successor agent shall succeed to the written approval of the Note Insurer; providedrights, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer powers and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the such Collateral Agent hereunder. Any successor Collateral Agent appointed as provided Upon the payment in this Section 9.08 shall execute, acknowledge full of the Senior Secured Obligations and deliver to the Trusttermination or expiration of the Commitments, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective automatically be deemed to have resigned as Collateral Agent under this Agreement, and the Trustee shall appoint a successor collateral agent for the Subordinated Secured Parties within 10 days after its receipt of notice from the Collateral Agent of such resignation or, in the absence of such appointment, the Trustee shall automatically be appointed as successor Collateral Agentcollateral agent on the tenth day after its receipt of such notice, without which successor collateral agent (whether it shall be the Trustee or any further act, deed or conveyance, other Person) shall become fully vested with all succeed to the rights, powers, powers and duties and obligations of its predecessor hereunder, with the like effect as if originally named as such Collateral Agent hereinhereunder. The predecessor Effective upon any such appointment, the term "Collateral Agent Agent" shall deliver to the mean such successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunderagent, and the Servicer and the predecessor such former Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such Agent's rights, powers, powers and duties and obligations. The cost of any such transfer to the successor as Collateral Agent shall be for terminated, without any other or further act or deed on the account part of such former Collateral Agent or any of the parties to this Agreement or any Secured Party. After any retiring Collateral Agent's resignation as Collateral Agent, the provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. Anything in this Agreement to the contrary notwithstanding, in the event of an automatic resignation of the Collateral Agent in the event circumstances described in the third sentence of this paragraph, such resignation shall become effective upon the resignation appointment of a successor collateral agent in accordance with the provisions of such sentence, and, thereafter, the sole obligation of the Collateral Agent, and Agent hereunder shall be for the account to make delivery of the Servicer in certificates representing the event of Pledged Stock to such successor collateral agent or, if the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at not have received from the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by Trustee a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail written notice of the succession appointment of such Collateral Agent hereunder to all Noteholders at their addresses as shown in a successor collateral agent other than the Note Register and Trustee, to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerTrustee.
Appears in 1 contract
Samples: Credit Agreement (Pierce Leahy Corp)
Successor Collateral Agent. Upon The Collateral Agent may, and at the resignation or removal request of the Majority Holders shall, resign as Collateral AgentAgent upon 15 days’ notice to the Holders. If the Collateral Agent resigns under the Collateral Agent Agreement, the Indenture Trustee may Majority Holders shall appoint a successor Collateral Agentagent for the Holders, with the written approval of the Note Insurer; provided, however, that the which successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and agent shall be approved by the Note InsurerBorrower, such approval not to be unreasonably withheld, conditioned or delayed. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any If no successor Collateral Agent agent is appointed as provided in this Section 9.08 shall execute, acknowledge and deliver prior to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event date of the resignation of the Collateral Agent, the Collateral Agent may appoint, after consulting with the Majority Holders and the Borrower, a successor agent from among the Holders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall be for succeed to all the account rights, powers and duties of the Servicer in retiring Collateral Agent and the event of the removal of the term “Collateral Agent. No successor Collateral Agent ” shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance mean such successor agent and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be eligible under the provisions of Section 9.06terminated. Upon acceptance of appointment by a successor After any retiring Collateral Agent Agent’s resignation hereunder as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor provisions of this Section (h) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. If no successor agent has accepted appointment as Collateral Agent by the date which is 15 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall cause such notice to be mailed at nevertheless thereupon become effective and the expense Holders shall perform all of the Servicerduties of the Collateral Agent hereunder until such time, if any, as the Majority Holders appoint a successor agent as provided for above.
Appears in 1 contract
Samples: Security Agreement (Rackwise, Inc.)
Successor Collateral Agent. The Collateral Agent may resign at any time by giving not less than thirty days’ prior written notice thereof to the Secured Parties, the Borrower and the Guarantors and, only to the extent the Collateral Agent is an Insolvent Entity, may be removed at any time by the Requisite Secured Parties. Upon the any such resignation or removal removal, the Requisite Secured Parties shall have the right to appoint, on behalf of the Secured Parties, a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Requisite Secured Parties or if no successor Collateral Agent shall have accepted its appointment by the Requisite Secured Parties within thirty days after the retiring Collateral Agent’s giving notice of resignation or its removal by the Requisite Secured Parties, then the Indenture Trustee retiring or removed Collateral Agent may appoint appoint, on behalf of the Secured Parties, a successor Collateral Agent, with the written approval of the Note Insurer; provided, however, that the so long as such successor Collateral Agent so appointed shall in no event be is not a Secured Party or an affiliate of a Secured Party or an Insolvent Entity. Upon the Unaffiliated Seller, the Depositor or the Servicer or acceptance of any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, appointment as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such hereunder by a successor Collateral Agent, without any further act, deed or conveyance, such successor Collateral Agent shall thereupon succeed to and become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring or removed Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunderAgent, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor retiring or removed Collateral Agent shall be for discharged from its duties and obligations hereunder and under the account Collateral Documents. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided herein and shall have assumed in writing the event of the resignation obligations of the Collateral Agent, Agent hereunder and shall be for the account of the Servicer in the event of the removal of under the Collateral AgentDocuments. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Any replacement Collateral Agent shall be eligible under the provisions a bank or trust company having capital, surplus, and undivided profits of Section 9.06at least $250,000,000. Upon acceptance of appointment by a successor After any retiring or removed Collateral Agent Agent’s resignation or removal hereunder as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor provisions of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent shall cause hereunder and under the Collateral Documents. As used herein, “Insolvent Entity” means any entity that has (i) become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such notice to be mailed at the expense of the Servicerproceeding or appointment.
Appears in 1 contract
Successor Collateral Agent. Upon The Collateral Agent may resign as collateral agent hereunder and under the Servicing Agreement upon 60 days' notice to the Borrower, AutoBond and the Lenders. The Collateral Agent may be removed at any time by the Borrower acting at the direction of, or with the consent of, the Lenders in respect of the majority in aggregate principal amount of the Advances outstanding if at any time the Collateral Agent shall fail to comply with its obligations under this Security Agreement. No such resignation or removal shall be effective unless and until a successor collateral agent has accepted appointment as such pursuant to this Agreement and in the case of a removal, any and all amounts then due to the Collateral Agent hereunder have been paid in full. If the Collateral Agent shall resign or be removed as collateral agent, then the Borrower shall appoint a commercial bank having a combined capital and surplus of at least $250,000,000, subject to supervision or examination by federal or state authority and having an established place of business in the United States as successor collateral agent for the Secured Parties upon (a) acceptance of such appointment by such successor collateral agent, (b) the approval of such appointment by the Lenders in respect of a majority in aggregate principal amount of the Advances outstanding, and (c) the filing of any necessary amendments to any UCC financing statements to reflect such appointment. Such successor collateral agent shall succeed to the rights, powers and duties of the Collateral Agent, and the term "Collateral Agent" shall mean such successor collateral agent effective upon its appointment, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent. Such successor collateral agent shall be entitled to amend any UCC financing statements and any other filings, recordation and declarations it deems advisable or necessary in connection with such termination and cancellation. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Section 8 and Section 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Security Agreement. Notwithstanding the foregoing, if no successor collateral agent shall be appointed as aforesaid, or if appointed, such successor shall not have accepted its appointment within thirty (30) days after resignation of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval of the Note Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known may petition a court of competent jurisdiction to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or make such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicerappointment.
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Successor Collateral Agent. Upon the resignation or removal of the Collateral Agent, the Indenture Trustee Truseee may appoint a successor Collateral Agent, with the written approval of the Note Certificate Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee Truseee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Certificate Insurer. The Indenture Trustee Truseee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 10.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Certificate Insurer, the Servicer, the Indenture Trustee Truseee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture TrusteeTruseee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 10.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.0610.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.0810.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders Certificateholders at their addresses as shown in the Note Certificate Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (American Business Financial Services Inc /De/)
Successor Collateral Agent. Upon The Collateral Agent acting hereunder at any time may resign by an instrument in writing addressed and delivered to the resignation or removal of the Collateral AgentIssuer, the Indenture Trustee and the Depositary, and may be removed at any time with or without cause by an instrument in writing duly executed by or on behalf of the Issuer. Subject to the provisions of Section 9.03 hereof, the Issuer shall have the right to appoint a successor to the Collateral Agent, Agent upon any such resignation or removal by an instrument of substitution complying with the written approval requirements of applicable law, or in the Note Insurerabsence of any such requirements, without other formality than appointment and designation in writing; provided, however, that no such appointment shall be effective until receipt of written consent of each Swap Counterparty and written confirmation from the Rating Agencies that such appointment would not result in the reduction or withdrawal of its then current rating, if any, of the Secured Liquidity Notes, the Extended Notes or the Subordinated Notes. Upon the making and acceptance of such appointment, the execution and delivery by such successor Collateral Agent of a ratifying instrument pursuant to which such successor Collateral Agent agrees to assume the duties and obligations imposed on the Collateral Agent by the terms of this Security Agreement, and the delivery to such successor Collateral Agent of the Assigned Collateral, any Deposited Funds and documents and instruments then held by the retiring Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the estate, rights, powers, remedies, privileges, immunities, indemnities, duties and obligations hereby granted to or conferred or imposed upon the Collateral Agent named herein, and one such appointment and designation shall not exhaust the right to appoint and designate further successor Collateral Agents hereunder. No Collateral Agent shall be discharged from its duties or obligations hereunder until the Assigned Collateral, any Deposited Funds and documents and instruments then held by such Collateral Agent shall have been transferred or delivered to the successor Collateral Agent, until all Deposited Funds held in the Collateral Account (if maintained with the retiring Collateral Agent) shall have been transferred to a new Collateral Account, and until such retiring Collateral Agent shall have executed and delivered to the successor Collateral Agent so appointed shall appropriate instruments substituting such successor Collateral Agent as attorney-in-fact of the Issuer for purposes of this Security Agreement and assigning the retiring Collateral Agent’s security or other interest in no event be the Unaffiliated SellerAssigned Collateral, the Depositor Collateral Account, the Deposited Funds and Eligible Investments to the successor Collateral Agent. If no successor Collateral Agent shall be appointed, as aforesaid, or the Servicer if appointed, shall not have accepted its appointment, within thirty (30) days after resignation or any Person known to a Responsible Officer removal of the Indenture Trustee retiring Collateral Agent, then, subject to be an Affiliate the provisions of the Unaffiliated SellerSection 9.03 hereof, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereundermay at the expense of the Issuer petition a court of competent jurisdiction to appoint a successor Collateral Agent. Any Each such successor Collateral Agent appointed as provided shall provide the Issuer with its address and telephone and telecopier numbers to be used for purposes of Section 11.04 hereof, in this Section 9.08 shall execute, acknowledge and deliver to a notice complying with the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon terms of said Section. Notwithstanding the resignation or removal of the predecessor any Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as provisions of this Article IX shall continue to inure to the benefit of such Collateral Agent herein. The predecessor in respect of any action taken or omitted to be taken by such Collateral Agent shall deliver to the successor in its capacity as such while it was Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunderunder this Security Agreement. Subject to Section 9.03 hereof, and any corporation into which the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for a party, or any corporation succeeding to the account business of the Collateral Agent in the event as a result of any of the resignation foregoing shall be the successor of the Collateral Agent, and shall be for Agent hereunder without the account execution or filing of any paper with any party hereto or any further act on the part of any of the Servicer in the event parties hereto except where an instrument of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of transfer or succession is required by law to effect such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08succession, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and anything herein to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicercontrary notwithstanding.
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Successor Collateral Agent. Each Collateral Agent may, upon thirty (30) days’ prior notice, resign at any time by giving notice thereof to the Obligors and the Administrative Agent, each Additional Administrative Agent and each Additional Bilateral Lender, and each Collateral Agent may, upon thirty (30) days’ prior notice, be removed at any time with or without cause by the Aggregate Required Interest Holders. Upon the any such resignation or removal removal, the Aggregate Required Interest Holders (if no Default or Event of Default has occurred and is continuing, with the written consent of Aracruz Celulose, acting on behalf of the Collateral AgentObligors, which consent shall not be unreasonably withheld or delayed) shall have the Indenture Trustee may right to appoint a successor Collateral Agent, by means of an agreement substantially in the form of Schedule 2 hereto, to replace the resigning Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Aggregate Required Interest Holders (with the written approval consent of Aracruz Celulose, acting on behalf of the Note Insurer; providedObligors, howeverif applicable) and shall have accepted such appointment, that within 30 days after the applicable Collateral Agent’s giving of notice of resignation or the Aggregate Required Interest Holders’ decision to remove such Collateral Agent, then such existing Collateral Agent may, on behalf of the Secured Parties, appoint, pursuant to an agreement substantially in the form of Schedule 2 hereto, a successor Collateral Agent so appointed shall in no event be the Unaffiliated Sellersuch capacity, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and which successor Collateral Agent shall be approved by a bank that has a combined capital and surplus of at least U.S.$500,000,000 (or its equivalent). Upon (i) the Note Insurer. The Indenture Trustee or such custodian, acceptance of its appointment as the case may be, shall assume the duties of the Collateral Agent hereunder. Any hereunder by a successor Collateral Agent, (ii) the execution of an agreement substantially in the form of Schedule 2 hereto, and (iii) only with respect to a successor Collateral Agent appointed as provided in this Section 9.08 shall execute, acknowledge and deliver with respect to the TrustBrazilian Collateral, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal delegation of the predecessor Collateral Agent shall become effective and powers granted under the power of attorney, by means of public deed, substantially in the form of (x) Schedule 3 hereto (in the case of an appointment by the Additional Lenders to such successor Collateral Agent, without provided that such Additional Lender shall upon the delivery of its power of attorney to such successor Collateral Agent immediately revoke any further actpower of attorney previously granted to the Collateral Agent being replaced), deed or conveyance(y) Schedule 6 hereto (in the case of an appointment by the Collateral Agent resigning or being removed to the successor Collateral Agent), such successor Collateral Agent shall thereupon succeed to and become fully vested with all the rights, powers, privileges and duties and obligations of its predecessor hereunder, with the like effect as if originally named as such existing Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunderin its capacity as such, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor existing Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of discharged from its duties and obligations hereunder. After the Collateral Agent’s resignation or removal hereunder, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer 5.6 shall mail notice continue in effect for its benefit in respect of the succession of such Collateral Agent hereunder any actions taken or omitted to all Noteholders at their addresses be taken by it while it was acting as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
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Successor Collateral Agent. Upon the resignation or removal of the Collateral Agent, the Indenture Trustee may appoint a successor Collateral Agent, with the written approval of the Note Certificate Insurer; provided, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Certificate Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the Collateral Agent hereunder. Any successor Collateral Agent appointed as provided in this Section 9.08 10.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Certificate Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 10.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.0610.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.0810.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders Certificateholders at their addresses as shown in the Note Certificate Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of 108 appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)
Successor Collateral Agent. Upon Subject to the resignation provisions of Guarantee and Collateral Agreement, the Collateral Agent may resign as Collateral Agent upon 30 days’ notice to the Lenders and the Borrower. If the Collateral Agent shall resign as Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Revolving Event of Default under Section 8(a) or removal Section 8(f) or Term Loan B Event of Default under Section 10(a) or Section 10(f), in each case, with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Collateral Agent, and the Indenture Trustee may appoint a successor term “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, with and the written approval former Collateral Agent’s rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the Note Insurer; provided, however, that parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Collateral Agent so appointed shall in no event be by the Unaffiliated Sellerdate that is 30 days following a retiring Collateral Agent’s notice of resignation, the Depositor or retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, Administrative Agent shall assume and perform all of the duties of the Collateral Agent hereunder. Any hereunder until such time, if any, as the Required Lenders appoint a successor Collateral Agent appointed agent as provided in this Section 9.08 shall execute, acknowledge and deliver to the Trust, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor for above. After any retiring Collateral Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect ’s resignation as if originally named as Collateral Agent herein. The predecessor Collateral Agent shall deliver to the successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunder, and the Servicer and the predecessor Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such rights, powers, duties and obligations. The cost of any such transfer to the successor Collateral Agent shall be for the account of the Collateral Agent in the event of the resignation of the Collateral Agent, and shall be for the account of the Servicer in the event of the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail notice of the succession of such Collateral Agent hereunder to all Noteholders at their addresses as shown in the Note Register and to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent shall cause such notice to be mailed at under this Agreement and the expense of the Servicerother Loan Documents.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Tw Telecom Inc.)
Successor Collateral Agent. Upon The Collateral Agent may resign as -------------------------- Collateral Agent upon 10 days' notice to the resignation or removal of Lenders. If the Collateral AgentAgent shall resign as Collateral Agent under this Agreement, then the Indenture Trustee may Required Lenders shall appoint from among the Lenders a successor Collateral Agent, with which successor agent shall succeed to the written approval of the Note Insurer; providedrights, however, that the successor Collateral Agent so appointed shall in no event be the Unaffiliated Seller, the Depositor or the Servicer or any Person known to a Responsible Officer of the Indenture Trustee to be an Affiliate of the Unaffiliated Seller, the Depositor or the Servicer powers and shall be approved by the Note Insurer. The Indenture Trustee or such custodian, as the case may be, shall assume the duties of the such Collateral Agent hereunder. Any successor Collateral Agent appointed as provided Upon the payment in this Section 9.08 shall execute, acknowledge full of the Senior Secured Obligations and deliver to the Trusttermination or expiration of the Commitments, the Depositor, the Note Insurer, the Servicer, the Indenture Trustee and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective automatically be deemed to have resigned as Collateral Agent under this Agreement, and the Trustee shall appoint a successor collateral agent for the Subordinated Secured Parties within 10 days after its receipt of notice from the Collateral Agent of such resignation or, in the absence of such appointment, the Trustee shall automatically be appointed as successor Collateral Agentcollateral agent on the tenth day after its receipt of such notice, without which successor collateral agent (whether it shall be the Trustee or any further act, deed or conveyance, other Person) shall become fully vested with all succeed to the rights, powers, powers and duties and obligations of its predecessor hereunder, with the like effect as if originally named as such Collateral Agent hereinhereunder. The predecessor Effective upon any such appointment the term "Collateral Agent Agent" shall deliver to the mean such successor Collateral Agent all Indenture Trustee's Mortgage Files and related documents and statements held by it hereunderagent, and the Servicer and the predecessor such former Collateral Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Collateral Agent all such Agent's rights, powers, powers and duties and obligations. The cost of any such transfer to the successor as Collateral Agent shall be for terminated, without any other or further act or deed on the account part of such former Collateral Agent or any of the parties to this Agreement or any Secured Party. After any retiring Collateral Agent's resignation as Collateral Agent the provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. Anything in this Agreement to the contrary notwithstanding, in the event of an automatic resignation of the Collateral Agent in the event circumstances described in the third sentence of this paragraph, such resignation shall become effective upon the resignation appointment of a successor collateral agent in accordance with the provisions of such sentence, and, thereafter, the sole obligation of the Collateral Agent, and Agent hereunder shall be for the account to make delivery of the Servicer in certificates representing the event of Pledged Stock to such successor collateral agent or, if the removal of the Collateral Agent. No successor Collateral Agent shall accept appointment as provided in this Section 9.08 unless at not have received from the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.06. Upon acceptance of appointment by Trustee a successor Collateral Agent as provided in this Section 9.08, the Servicer shall mail written notice of the succession appointment of such Collateral Agent hereunder to all Noteholders at their addresses as shown in a successor collateral agent other than the Note Register and Trustee, to the Rating Agencies. If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the ServicerTrustee.
Appears in 1 contract
Samples: Pledge and Intercreditor Agreement (Pierce Leahy Corp)
