THE RESIGNING TRUSTEE. 1.1 Pursuant to Section 7.08 of the Indentures, Resigning Trustee has by letter notified the Issuers that Resigning Trustee is resigning as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable, under the Indentures. 1.2 Resigning Trustee hereby represents and warrants to Successor Trustee that: (a) Each Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect. (b) No covenant or condition contained in any Indenture has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indentures to effect any such waiver. (c) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there is no action, suit or proceeding pending or threatened against Resigning Trustee before any court or any governmental authority arising out of any act or omission of Resigning Trustee as Trustee under the Indentures. (d) As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under any Indenture. (e) Pursuant to Section 2.02 of the Indentures, Resigning Trustee has duly authenticated and delivered $2,260,000,000.00 aggregate principal amount of Securities, $2,260,000,000.00 of which are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securities. (f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon. (g) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature. (h) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. (i) To its best knowledge, no responsible officer of the Resigning Trustee’s corporate trust department has received notice from the Issuers or any Holder that a default or Event of Default has occurred and is continuing, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default has occurred and is continuing under any Indenture. 1.3 Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures and all the rights, powers, trusts, privileges, immunities, duties and obligations of the Trustee under the Indentures, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documents. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, duties and obligations hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable. 1.4 Resigning Trustee shall deliver to Successor Trustee, as of or promptly after the effective date hereof, all of the documents listed on Exhibit A hereto, to the extent that such documents exist and are in the Resigning Trustee’s possession.
Appears in 1 contract
Samples: Agreement of Resignation, Appointment and Acceptance (Uniti Group Inc.)
THE RESIGNING TRUSTEE. 1.1 SECTION I. Pursuant to Section 7.08 608 of the IndenturesIndenture, Resigning Trustee has by letter notified hereby notifies the Issuers Company that Resigning Trustee is hereby resigning as Trustee, Registrar, Registrar and Paying Agent and Collateral Agentevery other capacity, as applicableif any other, under the IndenturesIndenture, and as the office or agency maintained by the Company pursuant to Section 1002 of, the Indenture.
1.2 SECTION II. Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect.
(b) No covenant or condition contained in any the Indenture has been waived by Resigning Trustee or, to the best of the knowledge of responsible officers the Responsible Officers of Resigning Trustee’s corporate trust department's Corporate Trust Group, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indentures Indenture to effect any such waiver.
(cb) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there There is no action, suit or proceeding pending or or, to the best of the knowledge of the Responsible Officers of the Resigning Trustee's Corporate Trust Group, threatened against Resigning Trustee before any court or any governmental authority arising out of any act action or omission of by Resigning Trustee as Trustee under the IndenturesIndenture.
(dc) As of Upon the effective date effectiveness of this Agreement, Resigning Trustee will hold no moneys or property under any the Indenture.
(ed) Pursuant To the best knowledge of the responsible Officers of the Resigning Trustee's Corporate Trust Group, pursuant to Section 2.02 303 of the IndenturesIndenture, Resigning the Original Trustee has duly authenticated and delivered delivered, on November 25, 1997, $2,260,000,000.00 200,000,000 aggregate principal amount of Securities, $2,260,000,000.00 of which $200,000,000 are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securitieshereof.
(fe) The registers in which it has registered and transferred registered Securities accurately reflect To the amount best knowledge of Securities issued and outstanding and the amounts payable thereon.
(g) Each responsible Officers of the Resigning Trustee's Corporate Trust Group, each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning the original Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s 's genuine signature.
(hf) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(ig) To its the best knowledge, no responsible officer of the knowledge of the Responsible Officers of the Resigning Trustee’s corporate trust department has received notice from the Issuers or any Holder that a default or Event of Default has occurred and is continuing's Corporate Trust Group, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default event not otherwise disclosed on Exhibit A has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under any Section 501 of the Indenture.
1.3 SECTION III. Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee Trustee, its successors and assigns all right, title and interest of Resigning Trustee in and to the trust under the Indentures Indenture and all the rights, powers, trusts, privileges, immunities, duties powers and obligations trusts of the Trustee under the Indentures, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documentsIndenture. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, duties trusts and obligations powers hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable.
1.4 SECTION IV. Resigning Trustee shall deliver to Successor Trustee, as of or promptly immediately after the effective date hereof, all of the documents listed on Exhibit A B hereto, to the extent that such documents exist and are in the Resigning Trustee’s possession.
Appears in 1 contract
Samples: Agreement of Resignation, Appointment and Acceptance (Mississippi Chemical Corp /MS/)
THE RESIGNING TRUSTEE. 1.1 Pursuant to Section 7.08 of the Indentures, 1.1. The Resigning Trustee has by letter notified hereby acknowledges and confirms, in accordance with its prior written notice to the Issuers Servicer and the Seller, that the Resigning Trustee is resigning as Trustee, Registrar, Transfer Agent and Registrar and as Paying Agent and Collateral Agent, as applicable, under the IndenturesPooling and Servicing Agreement.
1.2 1.2. The Resigning Trustee hereby represents and warrants to the Successor Trustee and to the Seller and the Servicer, as of the date hereof or as of such other date as is expressly referenced hereunder, that:
(a) Each IndentureThe Resigning Trustee is a corporation organized, existing and authorized to engage in the business of banking under the laws of the State of New York, and its principal corporate trust office is located in New York, New York.
(b) The Base Pooling and Servicing Agreement, each amendment of the Assignments and supplemental indenture theretoReassignments and each Supplement, if anyeach as of its respective date, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effectTrustee.
(bc) The Resigning Trustee has performed or fulfilled prior to the date hereof its duties and obligations under the Pooling and Servicing Agreement.
(d) No covenant or condition contained in any Indenture the Pooling and Servicing Agreement has been waived by the Resigning Trustee or, to the best knowledge of responsible officers of the Resigning Trustee’s corporate trust department, by the Holders of Investor Certificates evidencing not less than the percentage in aggregate principal amount of the Securities required by the Indentures Pooling and Servicing Agreement to effect any such waiver, that would be materially adverse to the interests of the Holders of any Series of Investor Certificates, the Trust or the parties hereto.
(ce) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there There is no action, suit or proceeding pending or or, to the best knowledge of responsible officers of the Resigning Trustee’s corporate trust department, threatened against the Resigning Trustee before any court or any governmental authority arising out of any act or omission of the Resigning Trustee as Trustee Trustee, Transfer Agent and Registrar or Paying Agent under the IndenturesPooling and Servicing Agreement.
(df) As of the effective date of this Agreement, the Resigning Trustee will hold no moneys or property under any Indenture.
(e) Pursuant to Section 2.02 of the Indentures, Resigning Trustee has duly authenticated Pooling and delivered $2,260,000,000.00 aggregate principal amount of Securities, $2,260,000,000.00 of which are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securities.
(f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereonServicing Agreement.
(g) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of The Resigning Trustee has full power, authority and empowered right to authenticate execute, deliver and perform this Agreement, and has taken all necessary action to authorize the Securities at the respective times execution, delivery and performance by it of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signaturethis Agreement.
(h) This Agreement has been duly authorized, executed and delivered on behalf of by the Resigning Trustee and constitutes its the legal, valid and binding obligationobligation of the Resigning Trustee, enforceable in accordance with its termsterms against the Resigning Trustee, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereinafter in effect, affecting the enforceability of creditors’ rights in general and as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity).
(i) To its the best knowledge, no knowledge of responsible officer officers of the Resigning Trustee’s corporate trust department has received notice from the Issuers or without any Holder that a default or Event of Default has occurred and is continuingindependent investigation, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default event has occurred and is continuing which is, or after notice or lapse of time would become, a Pay Out Event under Section 9.01 of the Pooling and Servicing Agreement or under any IndentureSupplement.
1.3 1.3. The Resigning Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all right, title and interest of the Resigning Trustee in and to the trust Trust, under the Indentures Pooling and Servicing Agreement, and all the rights, powers, trusts, privileges, immunities, duties powers and obligations trusts of the Trustee under the IndenturesPooling and Servicing Agreement, including all right, title and interest of the Resigning Trustee in and to all Trust Assets (as defined in the Pooling and Servicing Agreement, the “Trust Assets”), including, without limitation, all of its rights to, the Receivables and all of its security interests moneys on deposit in and liens uponthe Collection Account, the collateral, if any, Special Funding Account and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documentsSeries Accounts. The Resigning Trustee shall execute and deliver such further instruments as shall be provided to it and shall do such other things as the Successor Trustee may reasonably require so as to (a) more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, trusts, privileges, immunities, duties powers and obligations trusts hereby assigned, transferred, delivered and confirmed to the Successor Trustee and (b) more fully enable the Successor Trustee to perform all of its duties and obligations under the Pooling and Servicing Agreement as Trustee, Registrar, Paying Transfer Agent and Collateral Registrar and Paying Agent, as applicable.
1.4 1.4. The Resigning Trustee shall deliver to the Successor Trustee, as of or promptly immediately after the effective date hereof, all of the documents listed on in Exhibit A B annexed hereto.
1.5. The Resigning Trustee hereby appoints the Successor Trustee as Transfer Agent and Registrar and as Paying Agent under the Pooling and Servicing Agreement to succeed to, to and hereby vests the extent that such documents exist Successor Trustee with, all the rights, powers, trusts, properties, duties and are in obligations of the Resigning Trustee’s possessionTrustee under the Pooling and Servicing Agreement from and after the effective date of this Agreement.
Appears in 1 contract
Samples: Trustee Agreement (National City Credit Card Master Trust)
THE RESIGNING TRUSTEE. 1.1 Pursuant to Section 7.08 7.09 of the IndenturesIndenture, Resigning Trustee has by letter notified the Issuers Company that Resigning Trustee is resigning as Trustee, Registrar, Note Registrar and Paying Agent and Collateral Agent, as applicable, under the IndenturesIndenture.
1.2 Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each The Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect. Except as set forth herein, the Indenture has not been supplemented and remains in full force and effect.
(b) No covenant or condition contained in any the Indenture has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indentures Indenture to effect affect any such waiver.
(c) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there is no action, suit or proceeding pending or threatened against Resigning Trustee before any court or any governmental authority arising out of any act or omission of Resigning Trustee as Trustee under the IndenturesIndenture.
(d) As of the effective date Transfer Date of this Agreement, Resigning Trustee will hold no moneys or property under any the Indenture.
(e) Pursuant to Section 2.02 of 2.04 or the IndenturesIndenture, Resigning Trustee has duly authenticated and delivered $2,260,000,000.00 475,000,000 aggregate principal amount of Securities, $2,260,000,000.00 277,856,000 of which are outstanding as of the effective date hereof Effective Date and interest has been paid through October 1, 2021, the most recent date on which interest is required to be paid in accordance with the terms of such Securities.
(f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(g) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature.
(h) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(i) To its best knowledgeWithout independent investigation, no responsible officer of the Resigning Trustee’s corporate trust department has received notice from the Issuers Company or any Holder that a default or Event of Default has occurred and is continuing, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default has occurred and is continuing under any the Indenture.
1.3 Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures Indenture and all the rights, powers, trusts, privileges, immunities, indemnities, duties and obligations of the Trustee under the IndenturesIndenture, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documents. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, indemnities, duties and obligations hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, RegistrarNote Registrar and Paying Agent. GLAS, Paying Agent in its individual capacity and Collateral Agentin its capacity as Resigning Trustee, shall bear no responsibility or liability for any event, circumstance, condition or action arising on or after the Effective Date with respect to the Securities, the Indenture, or the transactions contemplated thereby. Each of the parties hereto, to the extent of their applicable indemnification obligations under the Indenture, expressly agrees and confirms that the Successor Trustee’s right to indemnification, as applicableset forth in the Indenture, shall apply with respect to any and all losses, claims, costs and expenses that the Successor Trustee suffers, incurs or is threatened with relating to actions taken or omitted by any Person prior to the Effective Date.
1.4 Resigning Trustee shall deliver to Successor Trustee, as of or promptly after the effective date hereof, Effective Date all of the documents listed on Exhibit A hereto, to the extent that such documents exist and are in the Resigning Trustee’s possession.
Appears in 1 contract
Samples: Agreement of Resignation, Appointment and Acceptance (Tilray Brands, Inc.)
THE RESIGNING TRUSTEE. 1.1 SECTION 1.1. Pursuant to Section 7.08 8.08 of the IndenturesIndenture, (i) Resigning Trustee has by letter notified the Issuers that Company of its resignation as Trustee under the Indenture on or about July 27, 2006 and (ii) Resigning Trustee is resigning hereby resigns as TrusteePaying Agent, Registrar, Paying Conversion Agent and Collateral Agent, as applicable, under the IndenturesSecurity Registrar.
1.2 SECTION 1.2. Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect.
(b) No covenant or condition contained in any the Indenture has been waived by Resigning Trustee or, to the best of the knowledge of responsible officers of Resigning Trustee’s corporate trust departmentResponsible Officers, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indentures Indenture to effect effectuate any such waiver.
(cb) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there There is no action, suit or proceeding pending or or, to the best of the knowledge of the Responsible Officers assigned to Resigning Trustee’s Corporate Trust and Agency Group, threatened against Resigning Trustee before any court or any governmental authority arising out of any act action or omission of by Resigning Trustee as Trustee Trustee, Paying Agent, Conversion Agent or Security Registrar under the IndenturesIndenture.
(dc) As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under any the Indenture.
(ed) Pursuant to Section 2.02 of the IndenturesIndenture, Resigning Trustee has duly authenticated and delivered delivered, on various dates, $2,260,000,000.00 330,000,000 aggregate principal amount of Securities, $2,260,000,000.00 of Securities which are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securitieshereof.
(f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(ge) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature.
(hf) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(ig) To its the best knowledge, no responsible officer of the knowledge of Resigning Trustee’s corporate trust department has received notice from the Issuers or any Holder that a default or Event of Default has occurred and is continuingResponsible Officers, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under any IndentureSection 7.01 of the Indenture except that Resigning Trustee acknowledges that an attorney claiming to represent certain Holders has asserted the existence of certain Events of Default, and the Company disputes such assertions and has sought a declaratory judgment in connection therewith, as disclosed by the Company in its July 17, 2006 Form 8-K filed with the Securities and Exchange Commission.
1.3 SECTION 1.3. Resigning Trustee hereby assigns, transfers, delivers delivers, and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures and Indenture, all the rights, powers, trusts, privileges, immunities, and duties and obligations of the Trustee, Paying Agent, Conversion Agent and Security Registrar under the Indenture and all property and money held by such Resigning Trustee under the IndenturesIndenture, including, without limitation, all of its rights to, and all of its security interests with the effect as if Successor Trustee was originally named in and liens upon, such capacities under the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documentsIndenture. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, duties trusts and obligations powers hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, RegistrarPaying Agent, Paying Conversion Agent and Collateral Agent, as applicableSecurity Registrar.
1.4 SECTION 1.4. Resigning Trustee shall deliver to Successor Trustee, as of or promptly soon as practicable after the effective date hereof, all of the documents listed on Exhibit A hereto, to the extent that such documents exist and are in the Resigning Trustee’s possession.
Appears in 1 contract
Samples: Agreement of Resignation, Appointment and Acceptance (Citadel Broadcasting Corp)
THE RESIGNING TRUSTEE. 1.1 Pursuant to Section 7.08 of the Indentureseach Indenture, Resigning Trustee has by letter in writing notified the Issuers Company that Resigning Trustee is resigning as Trustee, Registrar, Registrar and Paying Agent and Collateral Agent, as applicable, under the Indentures.
1.2 Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each IndentureThe Indentures, and each amendment and supplemental indenture thereto, if any, was were validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effectTrustee.
(b) No covenant or condition contained in any Indenture the Indentures has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indentures to effect any such waiver.
(c) To the best knowledge of responsible officers of Resigning Trustee’s 's corporate trust department, there is no action, suit or proceeding pending or threatened against Resigning Trustee before any court or any governmental authority arising out of any act or omission of Resigning Trustee as Trustee under the Indentures.
(d) As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under any Indenturethe Indentures.
(e) Pursuant to (i) Section 2.02 of the Indentures2017 Indenture, Resigning Trustee has duly authenticated and delivered $2,260,000,000.00 1,500,000,000 in aggregate principal amount of Securities2017 Notes, (ii) Section 2.02 of the 2020 Indenture, Resigning Trustee has duly authenticated and delivered $2,260,000,000.00 1,250,000,000 in aggregate principal amount of which 2020 Notes and (iii) Section 2.02 of the 2021 Indenture, Resigning Trustee has duly authenticated and delivered $250,000,000 in aggregate principal amount of 2021 Notes, all of which, to the best knowledge of responsible officers of Resigning Trustee's corporate trust department, are outstanding as of the effective date hereof and interest has been paid paid, through the most recent date on which interest is required to be paid in accordance with the terms of such Securities.
(f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(g) Each person who so authenticated the Securities was duly electedappointed, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature.
(h) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(i) To its best knowledgeWithout independent investigation, no responsible officer of the Resigning Trustee’s 's corporate trust department has received notice from the Issuers Company or any Holder that a default or Event of Default has occurred and is continuingcontinuing under any Indenture, and no responsible officer of the Resigning Trustee’s 's corporate trust department has actual knowledge that a default or Event of Default has occurred and is continuing under any Indenture.
1.3 As of the effective date hereof, Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures and all the rights, powers, trusts, privileges, immunities, duties and obligations of the Trustee under the Indentures, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documents. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, duties and obligations hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, Registrar and Paying Agent and Collateral Agent, as applicableunder the Indentures.
1.4 Resigning Trustee shall deliver to Successor Trustee, as of or promptly after the effective date hereof, all of the documents listed on Exhibit A hereto, to the extent that such documents exist and are in the Resigning Trustee’s possession.
Appears in 1 contract
Samples: Resignation and Appointment Agreement (CONSOL Energy Inc)
THE RESIGNING TRUSTEE. 1.1 Pursuant to Section 7.08 6.8 of the IndenturesIndenture, Resigning Trustee has by letter notified the Issuers Company that Resigning Trustee is resigning as Trustee, Security Registrar, Authenticating Agent and Paying Agent and Collateral Agent, as applicable, under the IndenturesIndenture.
1.2 Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each The Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect. Except as set forth herein, the Indenture has not been supplemented and remains in full force and effect.
(b) No covenant or condition contained in any the Indenture has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indentures to effect any such waiver.
(c) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there is no action, suit or proceeding pending or threatened against Resigning Trustee before any court or any governmental authority arising out of any act or omission of Resigning Trustee as Trustee under the IndenturesIndenture.
(d) As of the effective date Effective Date of this Agreement, Resigning Trustee will hold no moneys or property under any the Indenture.
(e) Pursuant to Section 2.02 of the Indentures, Resigning Trustee has duly authenticated and delivered $2,260,000,000.00 aggregate principal amount of Securities, $2,260,000,000.00 of which are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securities.
(f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(g) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature.
(h) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(if) To its best knowledgeWithout independent investigation, no responsible officer of the Resigning Trustee’s corporate trust department has received notice from the Issuers or any Holder Company that a default or Event of Default has occurred and is continuing, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default has occurred and is continuing under any the Indenture.
1.3 Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures Indenture and all the rights, powers, trusts, privileges, immunities, indemnities, duties and obligations of the Trustee under the IndenturesIndenture, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documents; it being understood that nothing in this Agreement shall affect the continuing validity of Sections 6.6 and 6.9 of the Indenture, which shall continue to be of full force and effect. GLAS, in its individual capacity and in its capacity as Resigning Trustee, shall bear no responsibility or liability for any event, circumstance, condition or action arising on or after the Effective Date with respect to the Securities, the Indenture, or the transactions contemplated thereby. Each of the parties hereto, to the extent of their applicable indemnification obligations under the Indenture, expressly agrees and confirms that the Successor Trustee’s right to indemnification, as set forth in the Indenture, shall apply with respect to any and all losses, claims, costs and expenses that the Successor Trustee suffers, incurs or is threatened with relating to actions taken or omitted by any Person prior to the Effective Date.
1.4 At the expense of the Company, the Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, indemnities, duties and obligations hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Security Registrar, Paying Authenticating Agent and Collateral Paying Agent, as applicable.
1.4 1.5 Resigning Trustee shall deliver to Successor Trustee, as of or promptly after the effective date hereof, Effective Date hereof all of the documents listed on Exhibit A hereto, to the extent that such documents exist and are in the Resigning Trustee’s possession.
Appears in 1 contract
Samples: Agreement of Resignation, Appointment and Acceptance (Tilray Brands, Inc.)
THE RESIGNING TRUSTEE. 1.1 Pursuant to Section 7.08 of the IndenturesIndenture, Resigning Trustee has by letter notified hereby notifies the Issuers Company that Resigning Trustee is resigning has resigned as Trustee, Registrar, and Paying Agent and Collateral Agent, as applicable, under the IndenturesIndenture.
1.2 Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect.
(b) No covenant or condition contained in any the Indenture has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indentures Indenture to effect any such waiver.
(cb) To the best knowledge of responsible officers of Resigning Trustee’s 's corporate trust department, there is no action, suit or proceeding pending or threatened against Resigning Trustee before any court or any governmental authority arising out of any act or omission of Resigning Trustee as Trustee under the IndenturesIndenture.
(dc) As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under any the Indenture.
(e) Pursuant to Section 2.02 of the Indentures, Resigning Trustee has duly authenticated and delivered $2,260,000,000.00 aggregate principal amount of Securities, $2,260,000,000.00 of which are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securities.
(fd) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(g) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature.
(h) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(i) To its best knowledge, no responsible officer of the Resigning Trustee’s corporate trust department has received notice from the Issuers or any Holder that a default or Event of Default has occurred and is continuing, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default has occurred and is continuing under any Indenture.
1.3 Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures Indenture and all the rights, powers, trusts, privileges, immunities, duties and obligations of the Trustee under the IndenturesIndenture, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documents. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, duties and obligations hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, and Paying Agent and Collateral Agent, as applicable.
1.4 Resigning Trustee shall deliver to Successor Trustee, as of or promptly after the effective date hereof, all of the documents listed on Exhibit A hereto, to the extent that such documents exist and are in the Resigning Trustee’s possession.
Appears in 1 contract
Samples: Agreement of Resignation, Appointment and Acceptance (Walter Investment Management Corp)
THE RESIGNING TRUSTEE. 1.1 Section 1.1. Pursuant to Section 7.08 8.02 of the IndenturesTrust Agreement, Resigning Trustee has by letter notified notifies the Issuers Company that Resigning Trustee is resigning hereby resigns as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable, Trustee under the IndenturesTrust Agreement.
1.2 Section 1.2. Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect.
(b) No covenant or condition contained in any Indenture the Trust Agreement has been waived by Resigning Trustee or, to the best of the knowledge of the responsible officers of Resigning Trustee’s corporate trust departmentCorporate Trust and Agency Group, by the Unit Holders of owning the percentage in aggregate principal amount of the Securities outstanding Units required by the Indentures Trust Agreement to effect any such waiver.
(cb) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there There is no action, suit or proceeding pending or or, to the best of the knowledge of the responsible officers assigned to Resigning Trustee’s Corporate Trust and Agency Group, threatened against Resigning Trustee before any court or any governmental authority arising out of any act action or omission of by Resigning Trustee as Trustee Trustee, Registrar or Transfer Agent under the IndenturesTrust Agreement.
(c) Pursuant to Article III of the Trust Agreement, the Trust issued Certificates evidencing ownership of 21,400,000 Units, which Units are outstanding as of the Effective Date (as hereinafter defined).
(d) As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under any Indenture.
(e) Pursuant to Section 2.02 of the Indentures, Resigning Trustee has duly authenticated and delivered $2,260,000,000.00 aggregate principal amount of Securities, $2,260,000,000.00 of which are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securities.
(f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(g) Each person who so authenticated signed the Securities Certificates on behalf of the Trust was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate execute the Securities Certificates at the respective times of such authentication issuance and the signature of such person or persons appearing on such Securities Certificates is each such person’s genuine signature.
(he) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(if) To its the best knowledge, no responsible officer of the knowledge of the responsible officers of Resigning Trustee’s corporate trust department has received notice from Corporate Trust and Agency Group, Resigning Trustee is in compliance in all material respects with the Issuers or any Holder that a default or Event of Default has occurred duties and is continuing, and no responsible officer obligations of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default has occurred and is continuing Trustee under any Indenturethe Trust Agreement.
1.3 Section 1.3. Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all rightthe rights, title titles, duties, powers, and interest authority of Resigning Trustee in and to the trust under the Indentures Trust Agreement and the Trust Conveyance and all the rights, powers, trusts, privileges, immunities, duties property and obligations of the money held by Resigning Trustee under the Indentures, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documentsTrust Agreement. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, duties trusts and obligations powers hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, Paying Agent Registrar and Collateral Transfer Agent, as applicable.
1.4 Section 1.4. Resigning Trustee shall deliver to Successor Trustee, as of or promptly as soon as practicable after the effective date hereofEffective Date, all of the Trust Estate held by Resigning Trustee (including but not limited to the cash and short-term investments in the “BP Prudhoe Bay Royalty Trust Reserve,” held in Account No. 294501 with The Bank of New York Mellon in the name of the Trust). Resigning Trustee shall deliver to Successor Trustee such files and documents listed on related to the Trust and the Units that Successor Trustee reasonably may request from time to time.
Section 1.5. Promptly, and in any event within ten days, after the Effective Date, Resigning Trustee shall cause a notice, substantially in the form of Exhibit A annexed hereto, to be sent to each Unit Holder in accordance with the extent that such documents exist provisions of Sections 8.02 and are in 8.03 of the Resigning Trustee’s possessionTrust Agreement.
Appears in 1 contract
Samples: Agreement of Resignation, Appointment and Acceptance (Bp Prudhoe Bay Royalty Trust)
THE RESIGNING TRUSTEE. 1.1 Pursuant to Section 7.08 608(b) of the IndenturesIndenture, the Resigning Trustee has by letter letter, dated June 8, 2020, notified the Issuers Company and the Guarantor that the Resigning Trustee is resigning as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable, and Security Registrar under the IndenturesIndenture.
1.2 The Resigning Trustee hereby represents and warrants to the Successor Trustee that:
(a) Each IndentureThe Resigning Trustee duly authorized, executed and delivered the Indenture and each amendment and supplemental indenture theretoindenture, if any, to the Indenture. Assuming each such document was validly and lawfully executed and delivered by the Resigning Trustee Company and is in full force and effecteffect as to the Company, each such document remains in full force and effect as to Resigning Trustee.
(b) No covenant or condition contained in any the Indenture has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities Notes required by the Indentures Indenture to effect any such waiver.
(c) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there There is no action, suit or proceeding pending or or, to the best knowledge of responsible officers of the Resigning Trustee’s corporate trust department, threatened against the Resigning Trustee before any court or any governmental authority arising out of any act or omission of the Resigning Trustee as Trustee Trustee, Paying Agent, or Security Registrar under the IndenturesIndenture.
(d) As of the effective date Effective Date of this Acceptance Agreement, the Resigning Trustee will hold no moneys or property under any the Indenture.
(e) Pursuant to Section 2.02 303 of the IndenturesIndenture, the Resigning Trustee has duly authenticated and delivered $2,260,000,000.00 U.S.$2,250,000,000 aggregate principal amount of SecuritiesNotes, $2,260,000,000.00 of which are U.S.$2,250,000,000 is outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securitieshereof.
(f) The registers in which it Resigning Trustee has registered and transferred registered Securities Notes accurately reflect the amount of Securities Notes issued and outstanding and the amounts payable thereon.
(g) Each person who so authenticated the Securities Notes was duly elected, qualified and acting as an officer or authorized signatory of the Resigning Trustee and empowered to authenticate the Securities Notes at the respective times of such authentication and the signature of such person or persons appearing on such Securities Notes is each such person’s genuine signature.
(h) This Acceptance Agreement has been duly authorized, executed and delivered on behalf of the Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(i) To its best knowledge, no responsible officer of the Resigning Trustee’s corporate trust department has received notice from the Issuers or any Holder that a default or Event of Default has occurred and is continuing, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default has occurred and is continuing under any Indenture.
1.3 The Resigning Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures Indenture and all the rights, powers, trusts, privileges, immunities, duties powers and obligations trusts of the Resigning Trustee in its capacities as Trustee, Paying Agent, and Security Registrar under the Indentures, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documentsIndenture. The Resigning Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, trusts, privileges, immunities, duties powers and obligations trusts hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Trustee, Registrar, Paying Agent and Collateral Agent, as applicableand Security Registrar under the Indenture.
1.4 1.3 The Resigning Trustee shall deliver to the Successor Trustee, as of or promptly after the effective date Effective Date hereof, all of the documents listed on Exhibit A hereto, to the extent that such documents exist and are in the Resigning Trustee’s possession.
Appears in 1 contract
THE RESIGNING TRUSTEE. 1.1 SECTION I. Pursuant to Section 7.08 of the IndenturesIndenture, Resigning Trustee has by letter notified hereby notifies the Issuers Company that Resigning Trustee is hereby resigning as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable, Note Custodian under the IndenturesIndenture.
1.2 SECTION II. Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect.
(b) No covenant or condition contained in any the Indenture has been waived by Resigning Trustee or, to the best of the knowledge of responsible officers the Responsible Officers of Resigning Trustee’s corporate trust department's Corporate Trust Group, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indentures Indenture to effect any such waiver.
(cb) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there There is no action, suit or proceeding pending or or, to the best of the knowledge of the Responsible Officers of Resigning Trustee's Corporate Trust Group, threatened against Resigning Trustee before any court or any governmental authority arising out of any act action or omission of by Resigning Trustee as Trustee under the IndenturesIndenture.
(dc) As of the effective date of this Agreement, Resigning Trustee will hold no moneys property or property money under any the Indenture.
(ed) Pursuant to Section 2.02 of the IndenturesIndenture, Resigning Trustee has duly authenticated and delivered delivered, on December 22, 1997 $2,260,000,000.00 250,000,000 aggregate principal amount of Securities, $2,260,000,000.00 Securities of which are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest $250,000,000 is required to be paid in accordance with the terms of such Securitiesoutstanding.
(f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(ge) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s 's genuine signature.
(hf) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid valid, binding and binding enforceable obligation, enforceable in accordance with its terms.
(ig) To its the best knowledgeof the knowledge of the responsible Officers of Resigning Trustee's Corporate Trust Group, no responsible officer of the Resigning Trustee’s corporate trust department has received notice from the Issuers or any Holder that a default or Event of Default has occurred and is continuing, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default event has occurred and is continuing which is, or after notice or lapse of time, or both, would become, an Event of Default under any Section 6.01 of the Indenture.
1.3 SECTION III. Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures Indenture and all the rights, powers, trusts, privileges, immunities, duties powers and obligations trusts of the Trustee under the Indentures, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documentsIndenture. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, duties trusts and obligations powers hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, Registrar and Paying Agent and Collateral Agent, as applicable.
1.4 SECTION IV. Resigning Trustee hereby acknowledges payment or provision for payment in full by the Company of compensation for all services rendered by Resigning Trustee under Section 7.07 of the Indenture and reimbursement in full by the Company of the expenses, disbursements and advances incurred or made by Resigning Trustee in accordance with the provisions of the Indenture. Resigning Trustee transfers all property held by it pursuant to Section 7.08 of the Indenture and acknowledges that it relinquishes any lien it may have upon all property or funds held or collected by it to secure any amounts due it pursuant to the provisions of Section 7.07 of the Indenture.
SECTION V. Resigning Trustee shall deliver to Successor Trustee, as of or promptly immediately after the effective date hereof, all of the documents listed on Exhibit A hereto, to the extent that such documents exist and are in the Resigning Trustee’s possession.
Appears in 1 contract
Samples: Agreement of Resignation, Appointment and Acceptance (Imperial Sugar Co /New/)
THE RESIGNING TRUSTEE. 1.1 1.1. Pursuant to Section 7.08 7.09 of the IndenturesIndenture, the Resigning Trustee has by letter notified hereby notifies the Issuers Company that the Resigning Trustee is hereby resigning as Trustee, Note Registrar, Custodian, Conversion Agent and Paying Agent and Collateral Agent, as applicable, under the IndenturesIndenture.
1.2 1.2. The Resigning Trustee hereby represents and warrants to the Successor Trustee that:
(a) Each Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by To the best of the knowledge of the Responsible Officer of the Resigning Trustee and who is in full force and effect.
(b) No signing this Agreement, no covenant or condition contained in any the Indenture has been waived by the Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, or by the Holders of the percentage in aggregate principal amount of the Securities required by the Indentures Indenture to effect any such waiver.
(b) There are Events of Default under Sections 6.01(h) and (g) of the Indenture to the extent any of the debtors in the jointly-administered bankruptcy cases styled In re UpHealth Holdings, Inc., Case No. 23-11476 (jointly administered), filed in the United States Bankruptcy Court for the District of Delaware, are Significant Subsidiaries.
(c) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there There is no action, suit or proceeding pending or, to the best of the knowledge of the Responsible Officer of the Resigning Trustee who is signing this Agreement or threatened against the Resigning Trustee before any court or any governmental authority arising out of any act action or omission of by the Resigning Trustee as Trustee under the IndenturesIndenture.
(d) As of On or promptly following the effective date Effective Date of this Agreement, Resigning Trustee will hold no moneys or property under any Indenture.
(e) Pursuant to Section 2.02 of the Indentures, Resigning Trustee has duly authenticated and delivered $2,260,000,000.00 aggregate principal amount of Securities, $2,260,000,000.00 of which are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required extent not necessary to be paid in accordance with the terms of such Securities.
(f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(g) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature.
(h) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(i) To its best knowledge, no responsible officer of pay the Resigning Trustee’s corporate trust department has received notice from fees and expenses, the Issuers or any Holder that a default or Event of Default has occurred and is continuingResigning Trustee shall transfer all property held by it as Trustee to the Successor Trustee, and no responsible officer of subject to the lien provided for the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event benefit in Section 7.06 of Default has occurred and is continuing under any the Indenture.
1.3 Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures and all the rights, powers, trusts, privileges, immunities, duties and obligations of the Trustee under the Indentures, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documents. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, duties and obligations hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable.
1.4 Resigning Trustee shall deliver to Successor Trustee, as of or promptly after the effective date hereof, all of the documents listed on Exhibit A hereto, to the extent that such documents exist and are in the Resigning Trustee’s possession.
Appears in 1 contract
Samples: Resignation and Appointment Agreement (UpHealth, Inc.)
THE RESIGNING TRUSTEE. 1.1 Pursuant to Section 7.08 7.8 of the IndenturesIndenture, Resigning Trustee has by letter notified the Issuers Company that Resigning Trustee is resigning as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable, Notes Custodian under the IndenturesIndenture.
1.2 Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each The Indenture, and each amendment and supplemental indenture thereto, if any, was duly authorized and validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect.
(b) No covenant or condition contained in any the Indenture has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust departmentTrust Officers, by the Holders of the percentage in aggregate principal amount of the Securities Notes required by the Indentures Indenture to effect any such waiver.
(c) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there There is no action, suit or proceeding pending or or, to the best knowledge of Resigning Trustee’s Trust Officers, threatened against Resigning Trustee before any court or any governmental authority arising out of any act or omission of Resigning Trustee as Trustee Trustee, Registrar, Paying Agent or Notes Custodian under the IndenturesIndenture.
(d) As of the effective date Effective Date (as defined below) of this Agreement, Resigning Trustee will hold no moneys or property under any the Indenture.
(e) Pursuant to Section 2.02 2.2 of the IndenturesIndenture, Resigning Trustee has duly authenticated and delivered $2,260,000,000.00 450,000,000.00 aggregate principal amount of SecuritiesNotes, $2,260,000,000.00 380,799,000.00 of which are outstanding as of the effective date Effective Date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such SecuritiesNotes.
(f) The registers in which it has registered and transferred registered Securities Notes accurately reflect the aggregate principal amount of Securities Notes issued and outstanding and the amounts payable thereon.
(g) Each person who so authenticated the Securities Notes was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities Notes at the respective times of such authentication and the signature of such person or persons appearing on such Securities Notes is each such person’s genuine signature.
(h) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(i) To its best knowledge, no responsible officer No Trust Officer of the Resigning Trustee’s corporate trust department Trustee has received notice from the Issuers Company or any Holder that a default or Event of Default has occurred and is continuing, and no responsible officer Trust Officer of the Resigning Trustee’s corporate trust department Trustee has actual knowledge that a default or Event of Default has occurred and is continuing under any the Indenture.
1.3 Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures Indenture and all the rights, powers, trusts, privileges, immunities, and duties and obligations of the Trustee under the IndenturesIndenture, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documents. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, and duties and obligations hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, Paying Agent and Collateral Agent, as applicableNotes Custodian.
1.4 Resigning Trustee shall deliver to Successor Trustee, as of or promptly after the effective date Effective Date hereof, originals, if available, or copies in its possession, of all of the documents listed on Exhibit A hereto, to the extent that such documents exist and are in the Resigning Trustee’s possession.
Appears in 1 contract
Samples: Agreement of Resignation, Appointment and Acceptance (Triangle Petroleum Corp)
THE RESIGNING TRUSTEE. 1.1 SECTION 1.01 Pursuant to Section 7.08 610 of the IndenturesIndenture, Resigning Trustee has by letter notified hereby notifies the Issuers Company that Resigning Trustee is hereby resigning as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable, Trustee under the IndenturesIndenture.
1.2 SECTION 1.02 Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect.
(b) No covenant or condition contained in any the Indenture has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s 's corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indentures Indenture to effect any such waiver.
(cb) To There is no action, suit or proceeding pending or, to the best knowledge of responsible officers of Resigning Trustee’s 's corporate trust department, there is no action, suit or proceeding pending or threatened against Resigning Trustee before any court or any governmental authority arising out of any act or omission of Resigning Trustee as Trustee under the IndenturesIndenture.
(dc) As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under any Indenturethe Indenture except in its capacity as Paying Agent and Registrar.
(ed) Pursuant to Section 2.02 303 of the IndenturesIndenture, Resigning Trustee has duly authenticated and delivered $2,260,000,000.00 delivered, an aggregate principal amount of Securities, $2,260,000,000.00 of which the amounts listed on Exhibit B are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securitieshereof.
(f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(ge) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s 's genuine signature.
(hf) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(ig) To its the best knowledge, no knowledge of responsible officer officers of the Resigning Trustee’s 's corporate trust department has received notice from the Issuers or any Holder that a default or Event of Default has occurred and is continuingdepartment, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under any Section of the Indenture.
1.3 (h) The Resigning Trustee has lawfully and fully discharged its duties as Trustee.
SECTION 1.03 Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee, in its capacity as Trustee only, in and to the trust under the Indentures Indenture and all the rights, powers, trusts, privileges, immunities, duties powers and obligations trusts of the Trustee under the Indentures, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documentsIndenture. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, duties powers and obligations trusts hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable.
1.4 SECTION 1.04 Resigning Trustee shall deliver to Successor Trustee, as of of, or promptly immediately after the effective date hereof, all of the documents listed on Exhibit A hereto, to the extent that such documents exist and are in the Resigning Trustee’s possession.
Appears in 1 contract
Samples: Agreement of Resignation, Appointment and Acceptance (Commercial Credit Co)
THE RESIGNING TRUSTEE. 1.1 SECTION 1.1. Pursuant to Section 7.08 609 of the IndenturesIndenture, Resigning Trustee has by letter notified hereby notifies the Issuers Company that Resigning Trustee is hereby resigning as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable, Security Registrar under the IndenturesIndenture.
1.2 SECTION 1.2. Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect.
(b) No covenant or condition contained in any the Indenture has been waived by Resigning Trustee or, to the best of the knowledge of responsible officers the Responsible Officers of Resigning Trustee’s corporate trust department's Corporate Trust and Agency Group, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indentures Indenture to effect any such waiver.
(cb) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there There is no action, suit or proceeding pending or or, to the best of the knowledge of the Responsible Officers assigned to Resigning Trustee's Corporate Trust and Agency Group, threatened against Resigning Trustee before any court or any governmental authority arising out of any act action or omission of by Resigning Trustee as Trustee Trustee, Paying Agent or Security Registrar under the IndenturesIndenture.
(dc) As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under any the Indenture.
(ed) Pursuant to Section 2.02 303 of the IndenturesIndenture, Resigning Trustee has duly authenticated and delivered delivered, on various dates, $2,260,000,000.00 200,000,000 aggregate principal amount of Securities, $2,260,000,000.00 of Securities which are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securitieshereof.
(f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(ge) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s 's genuine signature.
(hf) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(ig) To its the best knowledge, no responsible officer of the knowledge of the Responsible Officers of the Resigning Trustee’s corporate trust department has received notice from the Issuers or any Holder that a default or Event of Default has occurred 's Corporate Trust and is continuingAgency Group, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under any Section 501 of the Indenture.
1.3 SECTION 1.3. Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures and Indenture, all the rights, powers, trusts, privileges, immunities, trusts and duties and obligations of the Trustee under the Indentures, including, without limitation, all of its rights to, Indenture and all of its security interests in property and liens upon, the collateral, if any, and all other rights of money held by such Resigning Trustee with respect to under the collateral, if any, pursuant to the transaction documentsIndenture. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, duties trusts and obligations powers hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, Paying Agent and Collateral Agent, as applicableSecurity Registrar.
1.4 Resigning Trustee shall deliver to Successor Trustee, as of or promptly after the effective date hereof, all of the documents listed on Exhibit A hereto, to the extent that such documents exist and are in the Resigning Trustee’s possession.
Appears in 1 contract
Samples: Trustee Appointment Agreement (Amc Entertainment Inc)
THE RESIGNING TRUSTEE. 1.1 SECTION 1.01. Pursuant to Section 7.08 11.07 of the IndenturesTrust Agreement, Resigning Trustee has by letter notified hereby notifies the Issuers Company and the Servicer that Resigning Trustee is hereby resigning as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable, Trustee under the IndenturesTrust Agreement and the Supplements.
1.2 SECTION 1.02. Resigning Trustee hereby represents and warrants to Successor Trustee Trustee, the Company and the Servicer that:
(a) Each Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect.
(b) No covenant or condition contained in the Trust Agreement or any Indenture Supplement has been waived by Resigning Trustee orTrustee, or to the best of the knowledge of responsible officers of the Resigning Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indentures Trust Agreement or any Supplement to effect any such waiver.
(cb) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there There is no action, suit or proceeding pending or pending, or, to the best of the knowledge of the Resigning Trustee, threatened against Resigning Trustee before any court or any governmental authority arising out of any act action or omission of by Resigning Trustee as Trustee under the IndenturesTrust Agreement or any Supplement.
(dc) As of the effective date of this Agreement, the Resigning Trustee will hold no moneys or property under the Trust Agreement or any IndentureSupplement.
(ed) Pursuant to Section 2.02 6.02 of the IndenturesTrust Agreement, Resigning Trustee has duly authenticated and delivered $2,260,000,000.00 Securities in the aggregate principal amount and in the series and classes as listed on Schedule A attached hereto as of Securitiesthe effective date of this Agreement, $2,260,000,000.00 of those Securities and the series and classes which are remain outstanding as of the effective date hereof and interest has been paid through the most recent date of this Agreement being duly noted on which interest is required to be paid in accordance with the terms of such Securitiesschedule.
(f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(ge) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature.or
(hf) This The Resigning Trustee has full power, authority and right to execute, deliver and perform this Agreement; and this Agreement has been duly authorized, executed and delivered on behalf of by the Resigning Trustee and constitutes its legal, valid and binding obligation, obligation enforceable in accordance with by its terms.
(ig) To its the best knowledge, no responsible officer of the knowledge of the Resigning Trustee’s corporate trust department has received notice from the Issuers or any Holder that a default or Event of Default has occurred and is continuing, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default event has occurred and is continuing which is, or after notice or lapse of time would become, a Servicer Default under any IndentureSection 10.01 of the Trust Agreement.
1.3 SECTION 1.03. Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures and all the rights, powers, trusts, privileges, immunities, duties and obligations of the Trustee under the Indentures, including, without limitation, all of its rights to, and all of its security interests in and liens uponTrust Agreement, the collateral, if any, Supplements and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documentsTrust Assets. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, duties trusts and obligations powers hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable.
1.4 SECTION 1.04. Resigning Trustee shall deliver to Successor Trustee, as of or promptly after the effective date hereof, all of the documents listed on Exhibit A hereto.
SECTION 1.05. Resigning Trustee shall transfer and deliver to Successor Trustee, for deposit in, or crediting to, as applicable, the corresponding New Account (as defined in Section 3.02 of this Agreement), any monies (including accrued interest thereon) (the "Monies") on deposit in, and Eligible Investments credited to, the Collection Account, any Series Accounts and any other accounts with respect to the Trust existing in its name or in the name of the Trust with respect to the Trust or any series of Securities (the " Old Accounts"), and shall close and terminate the Old Accounts, all as of the effective date of this Agreement.
SECTION 1.06. Resigning Trustee shall cooperate fully with the Servicer in connection with the obligations set forth in Section 3.03 of this Agreement and will execute any and all douments reasonably required to fulfill the intent of that section. ARTICLE TWO THE COMPANY -----------
SECTION 2.01. The Company hereby accepts the resignation of Resigning Trustee as Trustee under the Trust Agreement and the Supplements.
SECTION 2.02. The Company hereby appoints Successor Trustee as Trustee under the Trust Agreement and the Supplements to succeed to, and hereby vests Successor Trustee with, all the rights, powers, duties and obligations of Resigning Trustee under the Trust Agreement and the Supplements with like effect as if originally named as Trustee in the Trust Agreement and the Supplements.
SECTION 2.03. Immediately after the effective date of this Agreement, the Company, through the Successor Trustee, shall cause a notice, substantially in the form of Exhibit B annexed hereto, to be sent to each Holder of the extent that such documents exist Securities and are each Rating Agency in accordance with the provisions of Section 11.08 of the Trust Agreement.
SECTION 2.04. The Company hereby represents and warrants to Resigning Trustee’s possessionTrustee and Successor Trustee that: (a) The Company is a corporation duly and validly organized and existing pursuant to the laws of the State of Delaware.
Appears in 1 contract
Samples: Agreement of Resignation, Appointment and Acceptance (Carco Auto Loan Master Trust)
THE RESIGNING TRUSTEE. 1.1 Pursuant to Section 7.08 11.07 of the IndenturesPooling Agreement, Resigning Trustee has by letter notified Chase hereby notifies NMG, as the Issuers Servicer, that Resigning Trustee Chase is hereby resigning as Trustee under the Pooling Agreement. In its capacity as the resigning Trustee, Registrar, Paying Agent and Collateral Agent, Chase is referred to below as applicable, under the Indentures"Resigning Trustee."
1.2 Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect.
(b) : No covenant or condition contained in any Indenture the Pooling Agreement has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s 's corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities 1995-1 Certificates required by the Indentures Pooling Agreement to effect any such waiver.
(c) To . There is no action, suit or proceeding pending or, to the best knowledge of responsible officers of Resigning Trustee’s 's corporate trust department, there is no action, suit or proceeding pending or threatened against Resigning Trustee before any court or any governmental authority arising out of any act or omission of Resigning Trustee as Trustee under the Indentures.
(d) Pooling Agreement. As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under any Indenture.
(e) the Pooling Agreement, other than the Final Distribution Funds. Pursuant to Section 2.02 6.02 of the IndenturesPooling Agreement, Resigning Trustee has duly authenticated and delivered delivered, on March 15, 1995, $2,260,000,000.00 300,000,000 aggregate principal amount of Securities1995-1 Certificates, comprised of (a) $2,260,000,000.00 of 225,000,000 Class A Certificates, which have been paid in full, (b) $21,000,000 Class B Certificates (the "Class B Certificates"), which are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance full with the terms Final Distribution Funds and (c) $54,000,000 of such Securities.
Class C Certificates (f) The registers the "Class C Certificates"), which are registered in which it has registered the name of the Seller and transferred registered Securities accurately reflect will be presented for cancellation on or about the amount of Securities issued and outstanding and the amounts payable thereon.
(g) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature.
(h) Final Distribution Date. This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(i) To its best knowledge, no . No responsible officer of the Resigning Trustee’s 's corporate trust department has received notice from the Issuers or of any Holder event that a default or Event of Default has occurred and is continuing, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default has occurred and is continuing which is, or after notice or lapse of time would become, an Early Amortization Event under any Indenturethe Pooling Agreement.
1.3 Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures Pooling Agreement and all the rights, powers, trusts, privileges, immunities, duties powers and obligations trusts of the Trustee under the IndenturesPooling Agreement, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect subject to the collateral, if any, pursuant to the transaction documentsSection 1.5 below. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, duties powers and obligations trusts hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, Paying Agent and Collateral Agent, as applicableRegistrar.
1.4 If the Class B Certificates are not paid in full, or the Class C Certificates are not cancelled, in either case on the Final Distribution Date, Resigning Trustee shall deliver to Successor Trustee, as of or promptly after the effective date hereofFinal Distribution Date, all of the documents listed on Exhibit A hereto.
1.5 Chase shall continue as Paying Agent and Registrar for the Class B Certificates and the Class C Certificates. Although the Companies and the Successor Trustee are amending and restating the Base Agreement as of the date of this Agreement, such amendment and restatement shall not affect in any way the rights, duties or obligations of Chase as Paying Agent and Registrar for the Class B Certificates and Class C Certificates, which Chase shall carry out under the terms of the Pooling Agreement as in effect prior to the extent that such documents exist amendment and are in restatement, without giving effect to the amendment and restatement. The Resigning Trustee hereby retains any rights under the Pooling Agreement which accrued to the benefit of the Resigning Trustee’s possessionTrustee prior to the effective date of this resignation.
Appears in 1 contract
Samples: Trustee Resignation and Agent Appointment Agreement (Neiman Marcus Group Inc)
THE RESIGNING TRUSTEE. 1.1 Pursuant to Section 7.08 7.09 of the IndenturesIndenture, Resigning U.S. Trustee has by letter dated November 30, 2021, notified the Issuers Company that Resigning U.S. Trustee is resigning as U.S. Trustee, Registrar, Note Registrar and Paying Agent and Collateral Agent, as applicable, under the IndenturesIndenture.
1.2 Resigning U.S. Trustee hereby represents and warrants to Successor U.S. Trustee that:
(a) Each The Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning U.S. Trustee and is in full force and effect. Except as set forth herein, the Indenture has not been supplemented and remains in full force and effect.
(b) No covenant or condition contained in any the Indenture has been waived by Resigning U.S. Trustee or, to the best knowledge of responsible officers of Resigning U.S. Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indentures Indenture to effect affect any such waiver.
(c) To the best knowledge of responsible officers of Resigning U.S. Trustee’s corporate trust department, there is no action, suit or proceeding pending or threatened against Resigning U.S. Trustee before any court or any governmental authority arising out of any act or omission of Resigning U.S. Trustee as U.S. Trustee under the IndenturesIndenture.
(d) As of the effective date Effective Date of this Agreement, Resigning U.S. Trustee will hold no moneys or property under any the Indenture.
(e) Pursuant to Section 2.02 2.04 of the IndenturesIndenture, Resigning U.S. Trustee has duly authenticated and delivered $2,260,000,000.00 600,000,000 aggregate principal amount of Securities, $2,260,000,000.00 600,000,000 of which are outstanding as of the effective date hereof Effective Date and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securities.
(f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(g) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning U.S. Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature.
(h) This Agreement has been duly authorized, executed and delivered on behalf of Resigning U.S. Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(i) To its best knowledgeWithout independent investigation, no responsible officer of the Resigning U.S. Trustee’s corporate trust department has received notice from the Issuers Company or any Holder that a default or Event of Default has occurred and is continuing, and no responsible officer of the Resigning U.S. Trustee’s corporate trust department has actual knowledge that a default or Event of Default has occurred and is continuing under any the Indenture.
1.3 Resigning U.S. Trustee hereby assigns, transfers, delivers and confirms to Successor U.S. Trustee all right, title and interest of Resigning U.S. Trustee in and to the trust under the Indentures Indenture and all the rights, powers, trusts, privileges, immunities, indemnities, duties and obligations of the U.S. Trustee under the IndenturesIndenture, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning U.S. Trustee with respect to the collateral, if any, pursuant to the transaction documents. Resigning U.S. Trustee shall execute and deliver such further instruments and shall do such other things as Successor U.S. Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor U.S. Trustee all the rights, powers, trusts, privileges, immunities, indemnities, duties and obligations hereby assigned, transferred, delivered and confirmed to Successor U.S. Trustee as U.S. Trustee, Registrar, Note Registrar and Paying Agent and Collateral Agent, as applicable.
1.4 Resigning U.S. Trustee shall deliver to Successor U.S. Trustee, as of or promptly after the effective date hereof, Effective Date all of the documents listed on Exhibit A hereto, to the extent that such documents exist and are in the Resigning Trustee’s possession.
Appears in 1 contract
Samples: Agreement of Resignation, Appointment and Acceptance (Canopy Growth Corp)
THE RESIGNING TRUSTEE. 1.1 Pursuant to In accordance with Section 7.08 of the IndenturesIndenture, Resigning Trustee has by letter notified hereby gives notice to the Issuers that Company of its resignation as Trustee. The Resigning Trustee is resigning also gives notice to the Company of its resignation as Registrar, Paying Agent and Custodian under the Indenture, and as Second Lien Representative under the Intercreditor Agreement.
1.2 Subject to the payment of all fees and expenses owing to the Resigning Trustee (including the fees and expenses of its legal counsel), Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indenture and all the rights, powers, and duties of the Trustee, Registrar, Paying Agent and Collateral AgentCustodian under the Indenture and as Second Lien Representative under the Intercreditor Agreement. Resigning Trustee shall deliver to Successor Trustee, as applicableof or promptly after the Effective Date (as defined below) hereof, under all of the Indenturesdocuments listed on Exhibit A hereto, and transfer any monies held by it pursuant to the Indenture to the Successor Trustee in accordance with the wire instructions set forth on Schedule 1 attached hereto.
1.2 1.3 Resigning Trustee hereby confirms that Schedule 2 attached hereto reflects the outstanding principal amount of the Notes as of the Effective Date.
1.4 Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect.
(b) No covenant or condition contained in any Indenture has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indentures to effect any such waiver.
(c) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there is no action, suit or proceeding pending or threatened against Resigning Trustee before any court or any governmental authority arising out of any act or omission of Resigning Trustee as Trustee under the Indentures.
(d) As of the effective date of Company that this Agreement, Resigning Trustee will hold no moneys or property under any Indenture.
(e) Pursuant to Section 2.02 of the Indentures, Resigning Trustee has duly authenticated and delivered $2,260,000,000.00 aggregate principal amount of Securities, $2,260,000,000.00 of which are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securities.
(f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(g) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature.
(h) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(i) To its best knowledge, no responsible officer of the Resigning Trustee’s corporate trust department has received notice from the Issuers or any Holder that a default or Event of Default has occurred and is continuing, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default has occurred and is continuing under any Indenture.
1.3 Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures and all the rights, powers, trusts, privileges, immunities, duties and obligations of the Trustee under the Indentures, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documents. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, duties and obligations hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable.
1.4 Resigning Trustee shall deliver to Successor Trustee, as of or promptly after the effective date hereof, all of the documents listed on Exhibit A hereto, to the extent that such documents exist and are in the Resigning Trustee’s possession.
Appears in 1 contract
Samples: Agreement of Resignation and Appointment (Ion Geophysical Corp)
THE RESIGNING TRUSTEE. 1.1 Pursuant to Section 7.08 6.10 of the Indentures, Resigning Trustee has by letter notified the Issuers Company that Resigning Trustee is resigning as Trustee, Registrar, Registrar and Paying Agent and Collateral Agent, as applicable, under the Indentures.
1.2 Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each IndentureTo the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect.
(b) No no covenant or condition contained in any Indenture the Indentures has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, by the Holders Securityholders (as defined in this Indentures) of the percentage in aggregate principal amount of the Securities required by the Indentures to effect any such waiver.
(cb) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there is no action, suit or proceeding pending or threatened against Resigning Trustee before any court or any governmental authority arising out of any act or omission of Resigning Trustee as Trustee under the Indentures.
(dc) As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under any Indenturethe Indentures.
(e) Pursuant to Section 2.02 of the Indentures, Resigning Trustee has duly authenticated and delivered $2,260,000,000.00 aggregate principal amount of Securities, $2,260,000,000.00 of which are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securities.
(f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(g) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature.
(hd) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(ie) To its the best knowledge, no knowledge of responsible officer officers of the Resigning Trustee’s corporate trust department has received notice from the Issuers or any Holder that a default or Event of Default has occurred and is continuingdepartment, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under any IndentureSection 5.1 of the Indentures.
1.3 Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures and all the rights, powers, trusts, privileges, immunities, duties powers and obligations trusts of the Trustee under the Indentures, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documents. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, duties powers and obligations trusts hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, Registrar and Paying Agent and Collateral Agent, as applicable.
1.4 Resigning Trustee shall deliver to Successor Trustee, as of or promptly after the effective date hereof, all of the documents listed on Exhibit A hereto, to the extent that such documents exist and are in the Resigning Trustee’s its possession.
Appears in 1 contract
Samples: Agreement of Resignation, Appointment and Acceptance (Usg Corp)
THE RESIGNING TRUSTEE. 1.1 SECTION I. Pursuant to Section 7.08 5.9 of the IndenturesIndenture, Resigning Trustee has by letter notified hereby notifies the Issuers Company that Resigning Trustee is hereby resigning as Trustee, Registrar, Security Registrar and Paying Agent and Collateral Agent, as applicable, under the IndenturesIndenture.
1.2 SECTION II. Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect.
(b) No covenant or condition contained in any the Indenture has been waived by Resigning Trustee or, to nor has of the best knowledge of responsible officers Responsible Officers of Resigning Trustee’s corporate trust department's Corporate Trust Group, by received written notice from the Holders of the percentage in aggregate principal amount of the Securities required by the Indentures Indenture to effect any such waiver.
(cb) To Responsible Officers of the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there is no 's Corporate Trust Group have not received written notice of any action, suit or proceeding pending nor has the Responsible Officers assigned to Resigning Trustee's Corporate Trust Group, received notice of any threatened action, suit or threatened proceeding against Resigning Trustee before any court or any governmental authority arising out of any act action or omission of by Resigning Trustee as Trustee under the IndenturesIndenture.
(dc) As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under any the Indenture.
(ed) Pursuant to Section 2.02 2.1 of the IndenturesIndenture, Resigning Trustee has duly authenticated and delivered $2,260,000,000.00 600,000,000 aggregate principal amount of the Securities, $2,260,000,000.00 all of which are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securitieshereof.
(f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(ge) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s 's genuine signature.
(hf) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(ig) To its best knowledge, no No responsible officer Officers of the Resigning Trustee’s corporate trust department has 's Corporate Trust Group, have received written notice from the Issuers or of any Holder that a default or Event of Default has occurred and is continuing, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default event which has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under any Section 4.1 of the Indenture.
1.3 SECTION III. Upon payment of all fees due and owing to the Resigning Trustee, the Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures Indenture and all the rights, powers, trusts, privileges, immunities, duties powers and obligations trusts of the Trustee under the Indentures, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documentsIndenture. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, duties trusts and obligations powers hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, Security Registrar and Paying Agent and Collateral Agent, as applicable.
1.4 SECTION IV. Resigning Trustee shall deliver to Successor Trustee, as of or promptly immediately after the effective date hereof, all of the documents listed on Exhibit A hereto, to the extent that such documents exist and are in the Resigning Trustee’s possession.
Appears in 1 contract
Samples: Trustee Resignation and Appointment Agreement (RJR Nabisco Inc)
THE RESIGNING TRUSTEE. 1.1 SECTION I. Pursuant to Section 7.08 6.10 of the IndenturesIndenture, Resigning Trustee has by letter notified hereby notifies the Issuers Company that Resigning Trustee is hereby resigning as Trustee, Registrar, Security Registrar and Paying Agent and Collateral Agent, as applicable, under the IndenturesIndenture.
1.2 SECTION II. Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect.
(b) No covenant or condition contained in any the Indenture has been waived by Resigning Trustee or, to nor has of the best knowledge of responsible officers Responsible Officers of Resigning Trustee’s corporate trust department's Corporate Trust Group, by received written notice from the Holders of the percentage in aggregate principal amount of the Securities required by the Indentures Indenture to effect any such waiver.
(cb) To Responsible Officers of the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there is no 's Corporate Trust Group have not received written notice of any action, suit or proceeding pending nor has the Responsible Officers assigned to Resigning Trustee's Corporate Trust Group, received notice of any threatened action, suit or threatened proceeding against Resigning Trustee before any court or any governmental authority arising out of any act action or omission of by Resigning Trustee as Trustee under the IndenturesIndenture.
(dc) As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under any the Indenture.
(ed) Pursuant to Section 2.02 2.4 of the IndenturesIndenture, Resigning Trustee has duly authenticated and delivered $2,260,000,000.00 aggregate delivered, the securities listed on Exhibit A attached hereto on the specified dates and for the listed principal amount of Securities, $2,260,000,000.00 of which are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securities.amounts outstanding;
(f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(ge) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s 's genuine signature.
(hf) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(ig) To its best knowledge, no No responsible officer Officers of the Resigning Trustee’s corporate trust department has 's Corporate Trust Group, have received written notice from the Issuers or of any Holder that a default or Event of Default has occurred and is continuing, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default event which has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under any Section 5.1 of the Indenture.
1.3 SECTION III. Upon payment of all fees due and owing to the Resigning Trustee, the Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures Indenture and all the rights, powers, trusts, privileges, immunities, duties powers and obligations trusts of the Trustee under the Indentures, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documentsIndenture. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, duties trusts and obligations powers hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, Security Registrar and Paying Agent and Collateral Agent, as applicable.
1.4 SECTION IV. Resigning Trustee shall deliver to Successor Trustee, as of or promptly immediately after the effective date hereof, all of the documents listed on Exhibit A B hereto, to the extent that such documents exist and are in the Resigning Trustee’s possession.
Appears in 1 contract
Samples: Trustee Resignation and Appointment Agreement (RJR Nabisco Inc)
THE RESIGNING TRUSTEE. 1.1 SECTION 1.1. Pursuant to Section 7.08 610(b) of the IndenturesIndenture, Resigning Trustee has by letter notified hereby notifies the Issuers Company that Resigning Trustee is hereby resigning as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable, Security Registrar under the IndenturesIndenture.
1.2 SECTION 1.2. Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect.
(b) No covenant or condition contained in any the Indenture has been waived by Resigning Trustee or, to the best of the knowledge of responsible officers the Responsible Officers of Resigning Trustee’s 's corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indentures Indenture to effect any such waiver.
(cb) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there There is no action, suit or proceeding pending or or, to the best of the knowledge of the Responsible Officers assigned to Resigning Trustee's corporate trust department, threatened against Resigning Trustee before any court or any governmental authority arising out of any act action or omission of by Resigning Trustee as Trustee under the IndenturesIndenture.
(dc) As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under the Indenture other than money held to honor checks issued by Resigning Trustee for payment of interest on or prior to February 1, 1992. Pursuant to the last paragraph of Section 1003 of the Indenture, Resigning Trustee shall pay to the Company, upon receipt of a Company Request, any Indenturemoneys held by Resigning Trustee that remain unclaimed three years after the due date for principal or interest with respect to which such moneys were paid to the Resigning Trustee.
(ed) Pursuant to Section 2.02 303 of the IndenturesIndenture and subsequent to July 27, 1988, Resigning Trustee has duly authenticated and delivered $2,260,000,000.00 aggregate principal amount of the Securities, $2,260,000,000.00 all of which are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securitieshereof.
(f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(ge) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s 's genuine signature.
(hf) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(ig) To its the best knowledge, no responsible officer of the knowledge of the Responsible Officers of the Resigning Trustee’s 's corporate trust department has received notice from the Issuers or any Holder that a default or Event of Default has occurred and is continuingdepartment, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under any Section 501 of the Indenture.
1.3 SECTION 1.3. Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures Indenture and all the rights, powers, trusts, privileges, immunities, duties powers and obligations trusts of the Trustee under the Indentures, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documentsIndenture. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, duties trusts and obligations powers hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, Trustee and Paying Agent and Collateral Agent, as applicableSecurity Registrar.
1.4 SECTION 1.4. Resigning Trustee shall deliver to Successor Trustee, as
SECTION 1.5. Notwithstanding the resignation of Resigning Trustee as of or promptly after the effective date Paying Agent as provided in Section 2.2 hereof, all of the documents listed on Exhibit A hereto, Resigning Trustee shall serve as Paying Agent with respect to the extent that such documents exist and are in interest payment due on February 1, 1992 on the Resigning Trustee’s possession$250,000,000 10-1/2% Debentures due August 1, 2018.
Appears in 1 contract
Samples: Resignation and Appointment Agreement (Georgia Pacific Corp)
THE RESIGNING TRUSTEE. 1.1 Section 1.1. Pursuant to Section 7.08 610(b) of the IndenturesIndenture, the Resigning Trustee has by letter notified the Issuers that Resigning hereby resigns as Trustee is resigning as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable, under the Indenturesthereunder.
1.2 Section 1.2. The Resigning Trustee hereby represents and warrants to the Successor Trustee that:
(a) Each To the best of its knowledge, no "Event of Default" (as defined in Section 501 of the Indenture) and no event which, and each amendment and supplemental indenture theretoafter notice or lapse of time or both, if anywould become an Event of Default, was validly and lawfully executed and delivered by the Resigning Trustee has occurred and is in full force and effect.continuing under the Indenture;
(b) No To the best of its knowledge, no covenant or condition contained in any the Indenture has been waived by the Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, or by the Holders of the percentage in of aggregate principal amount of the Securities required by the Indentures Indenture to effect any such waiver.;
(c) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust departmentits knowledge, there is no action, suit suit, or proceeding pending or threatened against the Resigning Trustee before any court or any governmental authority arising out of any act action of or omission by the Resigning Trustee as Trustee;
(d) The Resigning Trustee has furnished, or as promptly as practicable will furnish, to the Successor Trustee originals of all documents relating to the trust created by the Indenture and all other information in its possession relating to the 2 administration and status thereof, provided that the Successor Trustee will make available to the Resigning Trustee as promptly as practicable following the request of the Resigning Trustee any such original documents which the Resigning Trustee may require in order to defend against any action, suit, or proceeding against the Resigning Trustee as Trustee under or which the Indentures.
(d) As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under may need for any Indenture.other proper purpose;
(e) Pursuant to Section 2.02 of the Indentures, The Resigning Trustee has duly authenticated not delegated to any other party any of its duties as Trustee, Security Registrar, or Paying Agent, and delivered $2,260,000,000.00 aggregate principal amount of Securities, $2,260,000,000.00 of which are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securities.not appointed any Authenticating Agent; and
(f) The registers in which it Resigning Trustee has registered lawfully and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereonfully discharged its duties as Trustee.
(g) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature.
(h) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(i) To its best knowledge, no responsible officer of the Resigning Trustee’s corporate trust department has received notice from the Issuers or any Holder that a default or Event of Default has occurred and is continuing, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default has occurred and is continuing under any Indenture.
1.3 Section 1.3. The Resigning Trustee hereby assigns, transfers, delivers delivers, and confirms to the Successor Trustee all right, title title, and interest of the Resigning Trustee in and to the trust under the Indentures Indenture and all the of its rights, powers, trusts, privileges, immunities, duties and obligations of the trusts as Trustee under the Indentures, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documentsthereunder. The Resigning Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, trusts, privileges, immunities, duties and obligations powers hereby assigned, transferred, delivered delivered, and confirmed to the Successor Trustee.
Section 1.4. The Resigning Trustee agrees to indemnify the Successor Trustee against any loss, liability, or expense (including the costs and expenses of defending against any claim of liability) incurred by the Successor Trustee by reason of any negligence or bad faith on the part of the Resigning Trustee or its agents, employees, or officers in the performance of its duties under the Indenture while acting as Trustee thereunder. The Successor Trustee, Registrarupon learning of any claim for which the Successor Trustee may seek indemnity hereunder, Paying Agent and Collateral Agent, as applicable.
1.4 shall promptly notify the Resigning Trustee of such claim. The Resigning Trustee shall deliver not be obliged to indemnify the Successor Trustee, as of or promptly after the effective date hereof, all of the documents listed on Exhibit A hereto, Trustee with respect to the extent that defense of any such documents exist and are in claim which the Successor Trustee voluntarily settles without the prior written consent of the Resigning Trustee’s possession.
Appears in 1 contract
Samples: Instrument of Resignation, Appointment and Acceptance (Kimberly Clark Corp)
THE RESIGNING TRUSTEE. 1.1 Section 2.01. Pursuant to Section 7.08 101 of the IndenturesMortgage, the Resigning Trustee has by letter notified hereby notifies the Issuers Company that Resigning Trustee it is hereby resigning as Trustee, Registrar, security registrar and paying agent under the Mortgage (which resignation also includes the resignation of BankAmerica National Trust Company ("BankAmerica") as Paying Agent and Collateral AgentSecurity Registrar in the Borough of Manhattan, City of New York, New York, pursuant to the resignation letter attached hereto as applicable, under the IndenturesExhibit B).
1.2 Section 2.02. Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect.
(b) No covenant or condition contained in any Indenture the Mortgage has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust departmentits knowledge, by the Holders of the percentage in aggregate principal amount of the Securities Bonds required by the Indentures Mortgage to effect any such waiver.
(cb) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust departmentits knowledge, there is no action, suit or proceeding pending or or, to the best of its knowledge, threatened against Resigning Trustee before any court or any governmental authority arising out of any act action or omission of by Resigning Trustee as Trustee under the IndenturesMortgage.
(dc) As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under any Indenturethe Mortgage.
(ed) Pursuant It has not delegated to Section 2.02 any other party any of the Indenturesits duties as Trustee, Resigning Trustee security registrar or paying agent, except that BankAmerica is paying agent and security registrar, and has duly authenticated and delivered $2,260,000,000.00 aggregate principal amount of Securities, $2,260,000,000.00 of which are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securitiesnot appointed any authenticating agent.
(f) Section 2.03. The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(g) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature.
(h) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(i) To its best knowledge, no responsible officer of the Resigning Trustee’s corporate trust department has received notice from the Issuers or any Holder that a default or Event of Default has occurred and is continuing, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default has occurred and is continuing under any Indenture.
1.3 Resigning Trustee hereby assigns, transfers, delivers delivers, conveys, and confirms to the Successor Trustee all right, title title, and interest (direct and beneficial) of the Resigning Trustee in and to the trust under the Indentures Mortgage, any and all property and money held by the Resigning Trustee under the Mortgage and all rights, powers, trusts, privileges, immunities, duties and obligations trusts of the Trustee under the IndenturesMortgage.
Section 2.04. The Resigning Trustee shall, as promptly as practicable, deliver to the Successor Trustee all property and money held by the Resigning Trustee under the Mortgage, furnish to the Successor Trustee all documents relating to the trust created by the Mortgage and all information in its possession relating to the administration and status thereof, and shall furnish to the Successor Trustee any of such documents or information the Successor Trustee may select, including, without limitation, all of its rights but not limited to, and all of its security interests in and liens upon, (a) the collateral, if anycomputer tape, and all other rights certified list of Holders, for each outstanding issue of Bonds (including certificate information), (b) files of the executed closing documents for the outstanding issues of Bonds, including the most recent documents and certificates relating to the administration of the Mortgage, delivered by the Company to the Resigning Trustee, (c) inventory of Bond certificates, (d) monies held by the Resigning Trustee representing: (i) prior redemptions, including Holder and Certificate information for all unpaid Bonds, and (ii) unpaid interest amounts, with respect corresponding lists for each Bond issue, by interest payment dates, of unpaid Holders and amounts due. The Successor Trustee shall make available to the collateralResigning Trustee as promptly as practicable following the request of the Resigning Trustee any such original documents which the Resigning Trustee may need to defend against any action, if anysuit, or proceeding against the Resigning Trustee as Trustee or which the Resigning Trustee may need for any other proper purpose.
Section 2.05. Resigning Trustee hereby acknowledges payment in full by the Company, pursuant to Section 96 of the transaction documentsMortgage, of compensation, as billed through April 1995, for all services rendered by Resigning Trustee under the Mortgage and reimbursement in full by the Company of the expenses, disbursements and advances, as billed through April 1995, incurred or made by Resigning Trustee in accordance with the provisions of the Mortgage, and the Resigning Trustee acknowledges that it relinquishes any lien it may have upon all property or funds held or collected by it to secure any of these amounts. The Resigning Trustee further acknowledges that provision has been made for payment (no later than December 1, 1995) for the remaining services, expenses, disbursements and advances (until September 29, 1995) to be rendered, incurred, or made by it under the Mortgage and, as of December 1, 1995, when such payment has been made in full by the Company, the Resigning Trustee relinquishes any lien it may have upon property or funds held or collected by it to secure any amounts due it under the Mortgage, and the Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm certify in Successor Trustee all writing upon the rights, powers, trusts, privileges, immunities, duties and obligations hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable.
1.4 Resigning Trustee shall deliver to Successor Trustee, as of or promptly after the effective date hereof, all request of the documents listed on Exhibit A hereto, to the extent that such documents exist and are in the Resigning Trustee’s possessionCompany.
Appears in 1 contract
Samples: Agreement of Resignation, Appointment, Acceptance, and Assignment (Arizona Public Service Co)
THE RESIGNING TRUSTEE. 1.1 Pursuant to Section 7.08 7.09 of the IndenturesIndenture, Resigning Trustee has by letter notified the Issuers Company that Resigning Trustee is resigning as Trustee, Registrar, Note Registrar and Paying Agent and Collateral Agent, as applicable, under the IndenturesIndenture.
1.2 Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each The Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect. Except as set forth herein, the Indenture has not been supplemented and remains in full force and effect.
(b) No covenant or condition contained in any the Indenture has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indentures Indenture to effect affect any such waiver.
(c) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there is no action, suit or proceeding pending or threatened against Resigning Trustee before any court or any governmental authority arising out of any act or omission of Resigning Trustee as Trustee under the IndenturesIndenture.
(d) As of the effective date Transfer Date of this Agreement, Resigning Trustee will hold no moneys or property under any the Indenture.
(e) Pursuant to Section 2.02 of 2.04 or the IndenturesIndenture, Resigning Trustee has duly authenticated and delivered $2,260,000,000.00 [350,000,000] aggregate principal amount of Securities, $2,260,000,000.00 259,240,000 of which are outstanding as of the effective date hereof Effective Date and interest has been paid through December 1, 2021, the most recent date on which interest is required to be paid in accordance with the terms of such Securities.
(f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(g) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature.
(h) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(i) To its best knowledgeWithout independent investigation, no responsible officer of the Resigning Trustee’s corporate trust department has received notice from the Issuers Company or any Holder that a default or Event of Default has occurred and is continuing, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default has occurred and is continuing under any the Indenture.
1.3 Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures Indenture and all the rights, powers, trusts, privileges, immunities, indemnities, duties and obligations of the Trustee under the IndenturesIndenture, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to the transaction documents. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, indemnities, duties and obligations hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, RegistrarNote Registrar and Paying Agent. GLAS, Paying Agent in its individual capacity and Collateral Agentin its capacity as Resigning Trustee, shall bear no responsibility or liability for any event, circumstance, condition or action arising on or after the Effective Date with respect to the Securities, the Indenture, or the transactions contemplated thereby. Each of the parties hereto, to the extent of their applicable indemnification obligations under the Indenture, expressly agrees and confirms that the Successor Trustee’s right to indemnification, as applicableset forth in the Indenture, shall apply with respect to any and all losses, claims, costs and expenses that the Successor Trustee suffers, incurs or is threatened with relating to actions taken or omitted by any Person prior to the Effective Date.
1.4 Resigning Trustee shall deliver to Successor Trustee, as of or promptly after the effective date hereof, Effective Date all of the documents listed on Exhibit A hereto, to the extent that such documents exist and are in the Resigning Trustee’s possession.
Appears in 1 contract
Samples: Agreement of Resignation, Appointment and Acceptance (Tilray Brands, Inc.)
THE RESIGNING TRUSTEE. 1.1 1.1. Pursuant to Section 7.08 7.08(b) of the Indentures, Resigning Trustee has by letter notified hereby gives notice to the Issuers Company that Resigning Trustee is resigning as Trustee, Registrar, Registrar and Paying Agent and Collateral Agent, as applicable, under each of the Indentures.
1.2 1.2. Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) Each IndentureThe Resigning Trustee duly authorized, executed and delivered the Indentures and each amendment and supplemental indenture theretoindenture, if any, to each Indenture. Assuming each such document was validly and lawfully executed and delivered by the Resigning Trustee Company and is in full force and effecteffect as to the Company, each such document remains in full force and effect as to the Resigning Trustee.
(b) No covenant or condition contained in any the 2016 Indenture has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the 2016 Securities required by the Indentures 2016 Indenture to effect any such waiver.
(c) No covenant or condition contained in the 2019 Indenture has been waived by Resigning Trustee.
(d) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, other than the alleged defaults set forth in the Notice of Default, dated March 19, 2014 (the “March 19 Letter”), sent to the Company by Cede & Co. at the direction of Xxxxxxxx Investment, LLC, and the letters dated March 27, 2014 and April 23, 2014 delivered by Holders stating that they hold sufficient 2019 Securities to waive such alleged defaults (collectively, the “March 27 and April 23 Letters”), no covenant or condition contained in the 2019 Indenture has been waived by the Holders of the percentage in aggregate principal amount of the 2019 Securities required by the 2019 Indenture to effect any such waiver.
(e) No covenant or condition contained in the 2021 Indenture has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the 2021 Securities required by the 2021 Indenture to effect any such waiver.
(f) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there is no action, suit or proceeding pending or threatened against Resigning Trustee before any court or any governmental authority arising out of any act or omission of Resigning Trustee as Trustee under any of the Indentures.
(dg) As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under any Indenturethe Indentures.
(eh) Pursuant to Section 2.02 of the Indentures2016 Indenture, Resigning Trustee has duly authenticated and delivered $2,260,000,000.00 800,000,000 aggregate principal amount of 2016 Securities, $2,260,000,000.00 800,000,000 in aggregate principal amount of which are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securitieshereof.
(fi) Pursuant to Section 2.02 of the 2019 Indenture, Resigning Trustee has duly authenticated and delivered $500,000,000 aggregate principal amount of 2019 Securities, $500,000,000 in aggregate principal amount of which are outstanding as of the effective date hereof.
(j) Pursuant to Section 2.02 of the 2021 Indenture, Resigning Trustee has duly authenticated and delivered $1,450,000,000 aggregate principal amount of 2021 Securities, $1,450,000,000 in aggregate principal amount of which are outstanding as of the effective date hereof.
(k) The registers in which it Resigning Trustee has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.
(gl) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature.
(hm) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(i) To its best knowledge, no responsible officer of the Resigning Trustee’s corporate trust department has received notice from the Issuers or any Holder that a default or Event of Default has occurred and is continuing, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default has occurred and is continuing under any Indenture.
1.3 1.3. Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under each of the Indentures and all the rights, powers, trusts, privileges, immunities, and duties and obligations of the Trustee Trustee, Registrar and Paying Agent under each of the Indentures, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Resigning Trustee with respect to the collateral, if any, pursuant to any and all transaction documents relating to the transaction documentsIndentures or the Securities. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, and duties and obligations hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar, Registrar and Paying Agent and Collateral Agent, as applicable.
1.4 1.4. Resigning Trustee shall deliver to Successor Trustee, as of or promptly after the effective date hereof, all of the documents listed on Exhibit A hereto, to the extent that such documents exist and are in the Resigning Trustee’s possession.
Appears in 1 contract
Samples: Agreement of Resignation, Appointment and Acceptance (Nii Holdings Inc)
