Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Supplemental Indenture (ADT, Inc.), Supplemental Indenture (ADT, Inc.)

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Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer of the Issuers Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 550,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture, no Opinion of Counsel under Section 13.04 shall be required for the Trustee to authenticate and make available for delivery the Initial Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually manually, electronically or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (Rackspace Technology, Inc.), Indenture (Rackspace Technology, Inc.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers each Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000800,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Additional Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers MHGE Holdings to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersMHGE Holdings. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (McGraw-Hill Interamericana, Inc.), Indenture (McGraw-Hill Global Education LLC)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers each Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000500,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Additional Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Holdings to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersHoldings. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Supplemental Indenture (Athlon Energy Inc.), Supplemental Indenture (Athlon Energy Inc.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 1,000,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Dutch Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: First Supplemental Indenture (Stars Group Inc.), Indenture (Stars Group Inc.)

Execution and Authentication. The Trustee Notes shall authenticate and make available for delivery upon a written order be executed on behalf of DIMAC Holdings, by manual or facsimile signature, by its Chairman of the Issuers signed Board, its President or one of its Vice Presidents and attested by one another Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A attached hereto. The Trustee shall authenticate Notes for original issue up to $30,000,000 aggregate principal amount. In addition, the Trustee shall authenticate PIK Notes from time upon an Issuer Order. The aggregate principal amount of Notes outstanding at any time may not exceed $30,000,000 plus the aggregate principal amount of PIK Notes issued pursuant to Section 1 of the Notes, except as provided in Section 2.7. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuers DIMAC Holdings to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent has the same rights as an Agent to deal with DIMAC Holdings or an Affiliate of DIMAC Holdings. Unless otherwise required by applicable law, DIMAC Holdings, the Trustee and any Registraragent of DIMAC Holdings or the Trustee shall treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of and (subject to the provisions of this Indenture and the Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, Paying Agent regardless of whether such Note is overdue, and neither DIMAC Holdings, the Trustee nor any agent of DIMAC Holdings or agent for service of notices and demandsthe Trustee shall be affected by notice to the contrary.

Appears in 2 contracts

Samples: Securities Purchase Agreement (DMW Worldwide Inc), Dimac Holdings Inc

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one One Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer Company shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Noteor its authenticating agent as provided below. The Such signature shall be conclusive evidence that the Note has been authenticated in accordance with this Indenture. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Company may, subject to Article Four of this Indenture and applicable law, issue Additional Notes and Exchange Notes under this Indenture. The Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture. On the date hereof $150.0 million in aggregate principal amount of Notes will be authenticated by the Trustee and issued by the Company under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of a written order of the Company signed by one Officer of the Company (an "AUTHENTICATION ORDER"), authenticate Notes for original issue in an aggregate principal amount specified in such Authentication Order. Such Authentication Order shall specify the amount of Notes to be authenticated, whether the Notes are to be Global Notes or Definitive Notes, and the date on which the original issue of such Notes is to be authenticated. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Unless otherwise provided in the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 2 contracts

Samples: Indenture (Ames True Temper, Inc.), Ames True Temper, Inc.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer of the Issuers Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 1,200,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (Rackspace Technology, Inc.), Indenture (Rackspace Technology, Inc.)

Execution and Authentication. The First Lien Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers each Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 495,032,000.00 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. As far as the Issuer is concerned, the Notes (in global or definitive form) will have to be signed pursuant to the articles of association of the Issuer or the resolutions of the Board of Directors of the Issuer. One Officer shall sign the Notes for the Issuers each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the First Lien Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the First Lien Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The First Lien Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the First Lien Trustee may do so. Each reference in this Indenture to authentication by the First Lien Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Exchange Agreement (Mallinckrodt PLC), Indenture (Mallinckrodt PLC)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Responsible Officer of the Issuers Issuer (ai) the Initial Notes for original issue on the date hereof Closing Date in an aggregate principal amount of $3,140,000,000, 135,000,000 and (bii) subject to the terms of this Indenture, the Additional Notes from time to time after the Closing Date in an aggregate principal amount not to be determined at the time of issuance and specified thereinexceed $40,000,000. Such written order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Closing Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Responsible Officer shall sign each of the Notes for the Issuers Issuer by manual or facsimile signature. If an a Responsible Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid nor shall it be entitled to any benefit under this Indenture until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteNote by manual signature. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the NotesNotes on behalf of the Trustee by manual signature. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do soso by manual signature. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (Fresh Market Holdings, Inc.), Collateral Agreement (Fresh Market Holdings, Inc.)

Execution and Authentication. The Trustee Notes shall authenticate and make available for delivery upon a written order be executed on behalf of the Issuers signed by one two Officers of each Issuer or an Officer and an Assistant Secretary of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereineach Issuer. Such order shall specify the amount of separate Note certificates to signature may be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers by either manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint one or more an authenticating agents reasonably acceptable to the Issuers agent to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate and deliver any RegistrarNotes under this Section if the Trustee, Paying Agent being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or agent for service of notices immunities under the Notes and demandsthis Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholders.

Appears in 2 contracts

Samples: Mobile Satellite (Skyterra Communications Inc), Harbinger Capital Partners Master Fund I, Ltd.

Execution and Authentication. The Trustee At least one Officer shall authenticate and make available for delivery upon a written order execute the 2017 B Notes on behalf of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a 2017 B Note no longer holds that office at the time the Trustee authenticates the Notesuch 2017 B Note is authenticated, the such 2017 B Note shall nevertheless be valid neverthelessvalid. A 2017 B Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form of Exhibit A attached hereto by the manual or facsimile signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the 2017 B Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional 2017 B Notes and 2017 B Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional 2017 B Notes or 2017 B Exchange Notes issued hereunder. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuers Issuer to authenticate the 2017 B Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an An authenticating agent may authenticate 2017 B Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 2 contracts

Samples: Indenture (Clear Channel Outdoor Holdings, Inc.), Indenture (CC Media Holdings Inc)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one One Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer Company shall sign the Notes for on behalf of the Issuers Company by manual or facsimile signature. The Company's seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall be valid nevertheless. A Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The Trustee, which signature shall be conclusive evidence that the Note has been authenticated under this the Indenture. The Trustee shall authenticate (i) for original issue on the Initial Issue Date, Series A Notes in the aggregate principal amount of $175,000,000, (ii) Exchange Notes for original issue, pursuant to any Exchange Offer or Private Exchange, for a like principal amount of Series A Notes and (iii) any amount of additional Notes specified by the Company, in each case, upon a written order of the Company signed by one Officer of the Company. Such order shall specify (a) the amount of the Notes to be authenticated and the date of original issue thereof, and (b) whether the Notes are Series A Notes or Exchange Notes. The aggregate principal amount of Notes of any series outstanding at any time may not exceed the aggregate principal amount of Notes of such series authorized for issuance by the Company pursuant to one or more written orders of the Company, except as provided in Section 2.08 hereof. Subject to the foregoing, the aggregate principal amount of Notes of any series that may be issued under the Indenture shall not be limited. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this the Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, or an Affiliate of any Registrarof them. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, Paying Agent or agent for service of notices including, without limitation, waivers, amendments, redemptions and demandsoffers to purchase.

Appears in 2 contracts

Samples: Indenture (Williams Companies Inc), Supplemental Indenture (Northwest Pipeline Corp)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One An Officer shall sign the Notes for the Issuers Company by manual manual, facsimile or facsimile electronic image scan (e.g., pdf) signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as any Registrar, Paying an Agent or agent for service to deal with the Company and Affiliates of notices and demandsthe Company.

Appears in 2 contracts

Samples: Indenture (Starwood Property Trust, Inc.), Indenture (Starwood Property Trust, Inc.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one an Officer of the Issuers (a) Initial Original Notes for original issue on the date hereof Issue Date in an aggregate principal amount of $3,140,000,000400,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Original Notes and Additional Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, authenticated and whether the Notes are to be Initial Original Notes, Additional Notes or Additional Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix Athe Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (GeoEye, Inc.), Indenture (GeoEye, Inc.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer of the Issuers Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 300,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile PDF signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Supplemental Indenture (Installed Building Products, Inc.), Supplemental Indenture (Trimas Corp)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one An Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer Issuer shall sign the Notes for on behalf of the Issuers Issuer by manual or facsimile signature. If an Officer authorized director of the Issuer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuers Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee or an authenticating agent for service of notices shall have the right to decline to authenticate and demandsdeliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holders.

Appears in 2 contracts

Samples: www.grupocodere.com, www.grupocodere.com

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order An authorized managing director or directors or an authorized officer or officers (in each case individually, an “authorized officer”) of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer Issuer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer authorized officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee manually or, as the case may be, an authentication agent signs the certificate of authentication on the NoteNote by manual or facsimile signature. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Pursuant to an Issuer Order, the Issuer shall execute and the Trustee shall authenticate (a) Original Notes for original issue up to an aggregate principal amount of €345,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 2.15. Any issue of Additional Notes that is to utilize the same ISIN or Common Code number as a Note already issued hereunder shall be effected in a manner and under circumstances whereby the issue of Additional Notes is treated as a “qualified reopening” (within the meaning of U.S. Treas. Reg. 1.1275-2(k)(3), or any successor provision, all as in effect at the time of further issue) of the issue of notes having the shared ISIN or Common Code number, as the case may be. The aggregate principal amount of Notes outstanding shall not exceed the amount set forth herein except as provided in Section 2.07 and Section 2.15. The Trustee may appoint one or more authenticating agents an authentication agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating any such authentication agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating authentication agent has the same rights as any Registrar, co-Registrar Transfer Agent or Paying Agent to deal with the Issuer or agent for service an Affiliate of notices the Issuer. The Trustee shall have the right to decline to authenticate and demandsdeliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 2 contracts

Samples: Invitel Holdings a/S, Invitel Holdings a/S

Execution and Authentication. The Trustee Notes shall authenticate and make available for delivery upon a written order be executed on behalf of each Issuer by any one of the Issuers signed following: its Chairman, Chief Executive Officer, President or Chief Financial Officer and attested by one Officer any of the Issuers (a) Initial aforementioned Officers other than the Officer who executed the Notes or any other Person authorized for original issue such purpose. The signature of any of these officers on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to may be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers by manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authenticated by the manual signature of a duly authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Issuers may, subject to Article Four of this Indenture and applicable law, issue Additional Notes under this Indenture. The Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of a written order of the Issuers signed by two Officers of each Issuer (an "AUTHENTICATION ORDER"), authenticate Notes for original issue in an aggregate principal amount specified in such Authentication Order. The Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 2 contracts

Samples: Rainbow Media Enterprises, Inc., Rainbow Media Enterprises, Inc.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Company signed by one Officer of the Issuers Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 400,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers Company by manual or facsimile PDF signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officerthe Trustee, a copy of which shall be furnished to the IssuersCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (WABASH NATIONAL Corp)

Execution and Authentication. The Trustee shall authenticate and make available deliver to a common depositary for further delivery upon a written order of the Issuers Issuer signed by one Officer of the Issuers or authorized signatory (an “Authentication Order”) (a) Initial Notes Original Securities for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, €480,000,000 and (b) subject to the terms of this Indenture, Additional Notes Securities in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates the Securities to be authenticated, the principal amount of each of the Notes to be authenticated, authenticated and the date on which the original issue of Notes Securities is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes Securities after the Issue Date shall be in a principal amount of at least $2,000 €50,000 and integral multiples of $1,000 in excess thereof. One Officer or authorized signatory shall sign the Notes Securities for the Issuers Issuer by manual or facsimile signature. If an Officer or authorized signatory whose signature is on a Note Security no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the NotesSecurities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (RenPac Holdings Inc.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers each Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 800,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture, no Opinion of Counsel under Section 13.04 shall be required for the Trustee to authenticate and make available for delivery the Initial Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers each Issuer by manual manual, facsimile or facsimile other electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually manually, electronically or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Garrett Motion Inc.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Company signed by one Officer of the Issuers (an “Authentication Order”) (a) Initial Original Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 125,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, authenticated and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix Athe Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Homefed Corp)

Execution and Authentication. The Trustee Notes shall authenticate and make available for delivery upon a written order be executed on behalf of the Issuers signed Issuer by one Officer two Officers of the Issuers (a) Initial Notes for original issue on Issuer or an Officer and the date hereof in an aggregate principal amount Secretary of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereinIssuer. Such order shall specify the amount of separate Note certificates to signature may be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers by either manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $135,000,000. The Notes shall be issuable only in registered form without coupons and only in denominations of $1.00 and integral multiples of $1.00 in excess thereof, subject to the issuance of PIK Interest pursuant to Section 1 of the Form of Note set forth in Exhibit A hereto, in which case the aggregate principal amount of Notes may be increased by, or PIK Notes may be issued in, an aggregate principal amount equal to the amount of PIK Interest paid by the Issuer for the applicable period, rounded up to the nearest whole dollar. At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of a written order of either Issuer signed by two Officers of such Issuer, authenticate Notes (including PIK Notes or increase the principal amount of all Notes as a result of a PIK Payment) for original issue in aggregate principal amount specified in such written order. Such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint one or more an authenticating agents reasonably acceptable to the Issuers agent to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officeran authorized officer of the Trustee, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as any Registrar, Paying an Agent to deal with the Issuer or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Indenture (Muzak LLC)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Company signed by one Officer of the Issuers Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000535,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers Company by manual or facsimile PDF signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officerthe Trustee, a copy of which shall be furnished to the IssuersCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (XPO Logistics, Inc.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one An Officer of the Issuers Managing General Partner, on behalf of the Company (a) Initial Notes for original issue on or the date hereof in an aggregate principal amount of $3,140,000,000Company if the Company is a corporation), and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer Olympus Capital shall sign the Senior Notes for the Issuers by manual or facsimile signature. The Company's seal shall be reproduced on the Senior Notes and may be in facsimile form. If an Officer whose signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Notea Senior Note is authenticated, the Senior Note shall nevertheless be valid neverthelessvalid. A Senior Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Senior Note has been authenticated under this Indenture. The Trustee shall, upon a written order of the Issuers signed by an Officer of the Managing General Partner on behalf of the Company (or the Company if the Company is a corporation) and Olympus Capital, authenticate Series A Senior Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the Senior Notes, in the case of Series A Senior Notes other than a Regulation S Temporary Global Note, and the second paragraph of the Senior Notes, in the case of a Regulation S Temporary Global Note. The Trustee shall, upon a written order of the Issuers signed by an Officer of the Managing General Partner on behalf of the Company for the Company if the Company is a corporation) and Olympus Capital, authenticate Series B Senior Notes for original issue up to the aggregate principal amount of Series A Senior Notes exchanged in the Exchange Offer or otherwise exchanged for Series A Senior Notes pursuant to the terms of the Registration Rights Agreement. The aggregate principal amount of Senior Notes outstanding at any time may not exceed such amounts except as provided in Section 2.07 hereof. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuers to authenticate the Senior Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Senior Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with the Company or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Samples: Adelphia Communications Corp

Execution and Authentication. The Trustee Notes shall authenticate and make available for delivery upon a written order be executed on behalf of the Issuers signed Issuer by at least one Officer. The signature of any Officer on the Notes may be manual or facsimile signatures of the Issuers (a) Initial Notes for original issue present or any future such authorized officer and may be imprinted or otherwise reproduced on the date hereof in Notes. Notes bearing the manual or facsimile signature of an aggregate principal amount individual who was at any time the proper officer of $3,140,000,000the Issuer shall bind the Issuer, and (b) subject notwithstanding that such individual has ceased to hold such office prior to the terms authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, Additional the Issuer may deliver Notes in executed by the Issuer to the Trustee for authentication, together with an aggregate principal amount to be determined at Issuer Order (together with an Opinion of Counsel) for the time authentication and delivery of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional such Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note in accordance with such Issuer Order shall be valid neverthelessauthenticate and deliver such Notes. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Issuer shall deliver the Initial Notes in the aggregate principal amount of $250,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note, directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes and deliver the same to the persons in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Issuer that it may reasonably require in connection with such authentication of Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandseither of the Issuers.

Appears in 1 contract

Samples: Supplemental Indenture (Atlas Resource Partners, L.P.)

Execution and Authentication. The Trustee Two Officers, or an Officer and a Secretary or an Assistant Secretary, shall authenticate and make available for delivery upon a written order of the Issuers signed by sign, or one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign and one Officer or a Secretary or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Senior Notes for the Issuers Company by manual or facsimile signature. Each Subsidiary Guarantor shall execute a Subsidiary Guarantee in the manner set forth in Section 11.02. If an Officer whose signature is on a Senior Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Senior Note, the Senior Note shall be valid nevertheless. A Senior Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Senior Note. The signature shall be conclusive evidence that the Senior Note has been authenticated under this Indenture. The Trustee shall authenticate Senior Notes for original issue in the aggregate principal amount of up to $150,000,000 upon a written order of the Company in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Senior Notes to be authenticated and the date on which the Senior Notes are to be authenticated. The aggregate principal amount of Senior Notes outstanding at any time may not exceed $150,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Senior Notes in substitution of Senior Notes originally issued to reflect any name change of the Company. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuers Company to authenticate the Senior Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Unless otherwise provided in the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Senior Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Senior Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Appears in 1 contract

Samples: Pledge Agreement (Delta Financial Corp)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Company signed by one Officer of the Issuers (an “Authentication Order”) (a) Initial Original Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 75,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, authenticated and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix Athe Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Homefed Corp)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers each Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000750,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Additional Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Holdings to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersHoldings. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (MBOW Four Star, L.L.C.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order An authorized member of the Issuers’ boards of directors or an executive officer of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for on behalf of the Issuers by manual or facsimile signature. If an Officer authorized member of the Issuers’ boards of directors or an executive officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuers shall execute and, upon receipt of an Issuers Order, the Trustee shall authenticate (whether itself or via the authenticating agent) (a) (i) Original 2019 Notes, on the date hereof, for original issue up to an aggregate principal amount of $415,000,000 and (ii) Original 2021 Notes, on the date hereof, for original issue up to an aggregate principal amount of $415,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06. The Issuers are permitted to issue Additional 2019 Notes and/or Additional 2021 Notes, as applicable, as part of a further issue under this Indenture, from time to time; provided that, if the Additional 2019 Notes and/or Additional 2021 Notes are not fungible with the Original 2019 Notes or Original 2021 Notes, respectively, for U.S. federal income tax purposes, the applicable Additional Notes will have a separate CUSIP number and/or ISIN, if applicable. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuers or agent for service an Affiliate of notices the Issuers. The Trustee shall have the right to decline to authenticate and demandsdeliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Samples: Indenture (Ardagh Finance Holdings S.A.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Company signed by one Officer of the Issuers Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 325,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers Company by manual or facsimile PDF signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officerthe Trustee, a copy of which shall be furnished to the IssuersCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Wabash National Corp /De)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers (a) Initial Original Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000250,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, authenticated and whether the Notes are to be Initial Notes or Additional Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix Athe Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 1,000 and integral multiples of $1,000 in excess thereof, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes for the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to enter into a letter of representations with the Depository in the form provided by the Issuers and to act in accordance with such letter.

Appears in 1 contract

Samples: Graham Packaging Holdings Co

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one An Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer Company shall sign the Notes for the Issuers Company and an Officer of each Brazilian Subsidiary Guarantor shall sign the notation in the Notes relating to each Note Guarantee. An Officer of each of the Argentine Subsidiary Guarantors shall sign the acceptance to the Offer Letter, and upon such acceptance of the Offer Letter, and satisfaction of all other conditions precedent herein and therein, each Argentine Subsidiary Guarantor shall be bound by the notation in the Notes relating to each Note Guarantee. Each such signature may be by manual or facsimile signaturesignature of such Officer. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee a Trust Officer manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver U.S.$500,000,000 aggregate principal amount of 6.000% Senior Notes due 2027 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue, in each case upon an Issuer Order. Such written order shall specify the aggregate principal amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Adecoagro S.A.

Execution and Authentication. The Trustee Two Officers, or an Officer and an Assistant Secretary, shall authenticate and make available for delivery upon a written order of the Issuers signed by sign, or one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuers Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. A Note The Trustee shall not be valid until an authorized signatory authenticate (i) Initial Notes for original issue in the aggregate principal amount of up to $200,000,000 and (ii) Exchange Notes from time to time for issue only in exchange for a like principal of Initial Notes, in each case, upon receipt of written orders of the Trustee manually signs Company in the certificate form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and the aggregate principal amount of Notes outstanding on the date of authentication on and whether the NoteNotes are to be Initial Notes or Exchange Notes. The signature aggregate principal amount of Notes outstanding at any time may not exceed $200,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall be conclusive evidence that authenticate Notes in substitution of Notes originally issued to reflect any name change of the Note has been authenticated under this IndentureCompany. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Unless otherwise provided in the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Appears in 1 contract

Samples: Gaylord Container Corp /De/

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Company signed by one Officer of the Issuers Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 1,000,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers Company by manual or facsimile PDF signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officerthe Trustee, a copy of which shall be furnished to the IssuersCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (XPO Logistics, Inc.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one One Officer of the Issuers Issuer (awho shall have been duly authorized by all requisite corporate actions) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteNote by manual, facsimile or electronic signature. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Original Notes on the Issue Date in the aggregate principal amount of $300,000,000 and (ii) Exchange Notes from time to time for issue in exchange for a like principal amount of Original Notes, in each case upon a written order of the Issuer in the form of an Officer’s Certificate. In addition, the Trustee shall authenticate Additional Notes thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including Section 4.08) and the same principal amount of Exchange Notes in exchange therefor upon a written order of the Issuer in the form of an Officer’s Certificate. Each such Officer’s Certificate shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and, in the case of Additional Notes, the issue price of the Notes. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Unless otherwise provided in the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent or agent for service to deal with the Issuer and Affiliates of notices the Issuer. The Notes shall be issuable only in registered form without coupons in denominations of $2,000 and demandsintegral multiples of $1,000 in excess thereof.

Appears in 1 contract

Samples: Interline (Interline Brands, Inc./De)

Execution and Authentication. The Trustee Two Officers shall authenticate and make available for delivery upon a written order execute the Notes on behalf of the Issuers signed Company by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers by either manual or facsimile signature. The Guarantors shall execute the Guarantees in the manner set forth in Article X. If an Officer a Person whose signature is on a Note as an Officer no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Each Note shall be dated the date of its authentication. The Trustee shall authenticate Initial Notes for original issue on the Issue Date in an aggregate principal amount not to exceed $250 million, upon receipt of an Officers' Certificate. The Trustee shall authenticate Additional Notes thereafter (so long as permitted by the terms of this Indenture) for original issue, upon a written order of the Company in the form of an Officers' Certificate in an aggregate principal amount as specified in such order (other than as provided in Section 2.7). In addition, on or prior to the date of consummation of a Registered Exchange Offer, the Trustee or an authenticating agent shall authenticate Series B Notes to be issued at the time of consummation of a Registered Exchange Offer (including with respect to the Initial Notes) upon receipt of an Officers' Certificate. The aggregate principal amount of Notes outstanding at any time is unlimited. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same authenticating rights and duties as the Trustee in any Registrardealings hereunder with the Company or with any Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global notes in registered form, Paying Agent substantially in the form set forth in Exhibit A-1 ("Global Security"), deposited with the Trustee, as custodian for the Depository, and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Security may from time to time be increased or agent decreased by adjustments made on the records of the Trustee, as custodian for service the Depository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of notices and demandscertificated notes in registered form set forth in Exhibit A-1 ("Offshore Physical Securities").

Appears in 1 contract

Samples: Big Flower Digital Services Delaware Inc

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer of the Issuers Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 1,460,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Junior Intercreditor Agreement (Chart Industries Inc)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes Securities for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. On the Issue Date, the Issuer shall issue and the Trustee shall authenticate and deliver $400,000,000 of 5.875% Senior Notes Due 2025 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified by the Issuer in such order, in each case upon a written order of the Issuer signed by an Officer of the Issuer. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with this Indenture, including Section 4.03. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuers Issuer to authenticate the NotesSecurities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Century Communities, Inc.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer of the Issuers (a) Initial Original Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000400,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, authenticated and whether the Notes are to be Initial Notes or Additional Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix Athe Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples 2,000, whether such Additional Notes are of $1,000 in excess thereofthe same or a different series than the Original Notes. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to enter into a letter of representations with the Depository in the form provided by the Issuer and to act in accordance with such letter.

Appears in 1 contract

Samples: Indenture (Intelsat LTD)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer of the Issuers (a) Initial Original Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000701,913,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, authenticated and whether the Notes are to be Initial Notes or Additional Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix Athe Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of at least $2,000 and any integral multiples multiple of $1,000 in excess thereof1,000, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to enter into a letter of representations with the Depository in the form provided by the Issuer and to act in accordance with such letter.

Appears in 1 contract

Samples: Supplemental Indenture (Intelsat LTD)

Execution and Authentication. The Trustee shall authenticate and make available in the case of a Global Security registered in the name of DTC or its nominee, hold such Global Security as custodian for delivery DTC, and in the case of a Global Security registered in the name of a common depositary, deliver to such common depositary upon a written order of the Issuers signed by one Officer or authorized signatory of the Issuers each Issuer (an “Authentication Order”) (a) Initial Senior Secured Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,0001,000,000,000, (b) pursuant to a Senior Secured Notes Registered Exchange Offer, Senior Secured Exchange Securities from time to time for issue only in a Senior Secured Notes Registered Exchange Offer and (bc) subject to the terms of this Senior Secured Notes Indenture, Additional Senior Secured Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Senior Secured Notes to be authenticated, authenticated and the date on which the original issue of Senior Secured Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Senior Secured Notes Indenture or Appendix A, any issuance of Additional Senior Secured Notes after the Issue Date shall be in a principal amount of at least $2,000 100,000 and integral multiples of $1,000 in excess thereof. One Officer or authorized signatory of each Issuer shall sign the Senior Secured Notes for the Issuers by manual or facsimile signature. If an Officer or authorized signatory whose signature is on a Senior Secured Note no longer holds that office at the time the Trustee authenticates the Senior Secured Note, the Senior Secured Note shall be valid nevertheless. Prior to authentication of the Senior Secured Notes, the Trustee shall be entitled to receive the Officer’s Certificate and Opinion of Counsel required pursuant to Sections 13.03 and 13.04. A Senior Secured Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Senior Secured Note. The signature shall be conclusive evidence that the Senior Secured Note has been authenticated under this Senior Secured Notes Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers to authenticate the NotesSenior Secured Note. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Senior Secured Notes whenever the Trustee may do so. Each reference in this Senior Secured Notes Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Stock Purchase Agreement (RenPac Holdings Inc.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by At least one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall Issuer must sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated or at any time thereafter, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteAuthenticating Agent. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. The Authenticating Agent shall authenticate the Dollar Notes on the Issuer Date in an aggregate principal amount of $825,000,000 and the Sterling Notes on the Issue Date in an aggregate principal amount of £300,000,000 upon receipt of an authentication order signed by at least one Officer of the Issuer directing the Authenticating Agent to authenticate the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with (an “Authentication Order”). The Authenticating Agent shall authenticate Additional Notes upon receipt of an Authentication Order relating thereto. Each Note shall be dated the date of its authentication. The Trustee may authenticate Notes as the Issuer’s Authenticating Agent. The Trustee may appoint one an additional Authenticating Agent or more authenticating agents reasonably Agents acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent has Such Authenticating Agent shall have the same rights as the Trustee in any Registrardealings hereunder with any of the Issuer’s Affiliates. Notes authenticated by an Authenticating Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated hereunder by the Trustee, Paying and every reference in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee’s certificate of authentication shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be subject to acceptance by the Issuer and shall at all times be a corporation organized and doing business under, or agent licensed to do business pursuant to, the laws of the United States of America (including any State thereof or the District of Columbia) or a jurisdiction in the European Union and authorized under such Laws to act as Authenticating Agent, subject to supervision or examination by governmental authorities, if applicable. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 2.02, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 2.02. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided that such corporation shall be otherwise eligible under this Section 2.02, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice of resignation to the Trustee and the Issuer. Each of the Trustee and the Issuer may at any time terminate the agency of an Authenticating Agent by giving written notice of the termination to that Authenticating Agent and the Issuer or the Trustee, as the case may be. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent ceases to be eligible in accordance with the provisions of this Section 2.02, the Trustee may appoint a successor Authenticating Agent acceptable to the Issuer. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all of the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 2.02. The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for service its services under this Section 2.02. If an Authenticating Agent is appointed with respect to the Notes pursuant to this Section 2.02, the Notes may have endorsed thereon, in addition to or in lieu of notices and demands.the Trustee’s certification of authentication, an alternative certificate of authentication in the following form: “This is one of the Notes referred to in the within-mentioned Indenture. [NAME OF AUTHENTICATING AGENT], as Authenticating Agent By: Authorized Signatory”

Appears in 1 contract

Samples: Liberty Global PLC

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Company signed by one Officer of the Issuers (an “Authentication Order”) (a) Initial Original Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 600,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, authenticated and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix Athe Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereofof $2,000. One Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Metaldyne Performance Group Inc.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer of the Issuers (a) Initial Original Notes for original issue on the date hereof of this Indenture in an aggregate principal amount of $3,140,000,000[1,119,060,000], and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Original Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereofof $2,000. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (CAESARS ENTERTAINMENT Corp)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer of the Issuers (a) Initial (i) Original 2013 Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000875,000,000, (ii) Original 2015 Notes for original issue on the date hereof in an aggregate principal amount of $675,000,000 and (iii) Original Floating Rate Notes for original issue on the date hereof in an aggregate principal amount of $1,000,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, authenticated and whether the Notes are to be Initial Notes or Additional Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix Athe Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples 1,000, whether such Additional Notes are of $1,000 in excess thereofthe same or a different series than the Original Notes. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument instru- ment signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to enter into a letter of representations with the Depository in the form provided by the Issuer and to act in accordance with such letter.

Appears in 1 contract

Samples: Supplemental Indenture (Intelsat LTD)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If the Company has a corporate seal, it may be reproduced on the Notes and, if so, it may be in facsimile form. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee’s certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A-1 or Exhibit A-2 hereto. The Trustee shall authenticate (i) the Original Notes for original issue on the Issue Date in the aggregate principal amount of (a) $[•], in the case of U.S. dollar-denominated Original Notes, and (b) €[•], in the case of euro-denominated Original Notes, and (ii) Additional Notes (including any Additional Notes issued as PIK Interest pursuant to Section 2.03) for original issue from time to time after the Issue Date subject to compliance with the terms of this Indenture in such principal amounts as may be set forth in a written order of the Company described in this sentence, in each case upon a written order of the Company signed by one Officer, which written order shall specify (a) the amount of Notes to be authenticated and the date of original issue thereof and (b) the amount of Notes to be issued in global form or definitive form. The aggregate principal amount of the Notes (other than amounts paid as PIK Interest in accordance with the terms hereof) outstanding at any time may not exceed (x) $[•], in the case of U.S. dollar-denominated Original Notes, and (y) €[•], in the case of euro-denominated Original Notes, plus such additional principal amounts as may be issued and authenticated pursuant to clause (ii) of this paragraph, except as provided in Section 2.09 hereof, and incurred pursuant to the second paragraph of Section 4.09 hereof and clause (a) of the Permitted Liens definition. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Registrar, Paying Agent Guarantor or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Samples: Supplemental Indenture (CGG Marine B.V.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Company signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 2,000,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, authenticated and the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereofof $2,000. One At least one Officer shall must sign the Notes for the Issuers Company by manual manual, facsimile or facsimile other electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Joinder Agreement (Caesars Entertainment, Inc.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Company signed by one Officer of the Issuers Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of (i) $3,140,000,000, 750,000,000 with respect to the 2029 Notes and (ii) $750,000,000 with respect to the 2031 Notes and (b) subject to the terms of this Indenture, Additional Notes of any series in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers Company by manual manual, digital or facsimile PDF signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officerthe Trustee, a copy of which shall be furnished to the IssuersCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Gap Inc)

Execution and Authentication. The Trustee Two Officers, or an Officer and an Assistant Secretary, shall authenticate and make available for delivery upon a written order of the Issuers signed by sign, or one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuers Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. A Note The Trustee shall not be valid until an authorized signatory authenticate (i) Initial Notes for original issue in the aggregate principal amount of up to $250,000,000 and (ii) Exchange Notes from time to time for issue only in exchange for a like principal of Initial Notes, in each case, upon receipt of written orders of the Trustee manually signs Company in the certificate form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and the aggregate principal amount of Notes outstanding on the date of authentication on and whether the NoteNotes are to be Initial Notes or Exchange Notes. The signature aggregate principal amount of Notes outstanding at any time may not exceed $250,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall be conclusive evidence that authenticate Notes in substitution of Notes originally issued to reflect any name change of the Note has been authenticated under this IndentureCompany. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Unless otherwise provided in the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Appears in 1 contract

Samples: Indenture (Gaylord Container Corp /De/)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers each Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000390,867,820, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Additional Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 1.00 in excess thereof. One Officer shall sign the Notes for each of the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Holdings to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersHoldings. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Talos Energy Inc.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer of the Issuers (a) Initial Original Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 1,250,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, authenticated and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix Athe Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of at least $2,000 and any integral multiples multiple of $1,000 in excess thereof, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to enter into a letter of representations with the Depository in the form provided by the Issuer and to act in accordance with such letter.

Appears in 1 contract

Samples: Indenture (Intelsat S.A.)

Execution and Authentication. The Trustee shall authenticate and make available in the case of a Global Security registered in the name of DTC or its nominee, hold such Global Security as custodian for delivery DTC, and in the case of a Global Security registered in the name of a common depositary, deliver to such common depositary upon a written order of the Issuers signed by one Officer or authorized signatory of the Issuers each Issuer (an “Authentication Order”) (a) Initial Senior Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,0001,250,000,000, (b) pursuant to a Senior Notes Registered Exchange Offer, Senior Exchange Securities from time to time for issue only in a Senior Notes Registered Exchange Offer and (bc) subject to the terms of this Senior Notes Indenture, Additional Senior Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Senior Notes to be authenticated, authenticated and the date on which the original issue of Senior Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Senior Notes Indenture or Appendix A, any issuance of Additional Senior Notes after the Issue Closing Date shall be in a principal amount of at least $2,000 100,000 and integral multiples of $1,000 in excess thereof. One Officer or authorized signatory of each Issuer shall sign the Senior Notes for the Issuers by manual or facsimile signature. If an Officer or authorized signatory whose signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note, the Senior Note shall be valid nevertheless. Prior to authentication of the Senior Notes, the Trustee shall be entitled to receive the Officer’s Certificate and Opinion of Counsel required pursuant to Sections 13.03 and 13.04. A Senior Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Senior Note. The signature shall be conclusive evidence that the Senior Note has been authenticated under this Senior Notes Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers to authenticate the NotesSenior Note. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Senior Notes whenever the Trustee may do so. Each reference in this Senior Notes Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Stock Purchase Agreement (Beverage Packaging Holdings (Luxembourg) IV S.a r.l.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer of the Issuers (a) Initial Original Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 1,250,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix Athe Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of at least $2,000 and any integral multiples multiple of $1,000 in excess thereof, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to enter into a letter of representations with the Depository in the form provided by the Issuer and to act in accordance with such letter.

Appears in 1 contract

Samples: Indenture (Intelsat S.A.)

Execution and Authentication. The Trustee At least one Officer shall authenticate and make available for delivery upon a written order execute the Notes on behalf of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form of Exhibit A attached hereto by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, in connection with the election to pay PIK Interest (upon the terms and conditions set forth herein and in the Notes), the Issuer may deliver PIK Notes executed by the Issuer to the Trustee for authentication, together with an Authentication Order for authentication and delivery of PIK Notes, specifying the principal amount of and Holder of each Note, directing the Trustee to authenticate the PIK Notes and deliver the same to the persons in such order certifying the issuance of such Notes is permitted under this Indenture and the Trustee in accordance with such Authentication Order shall authenticate and deliver such PIK Notes. Notwithstanding anything to the contrary in this Indenture, if a PIK Note Payment has been made, the Notes shall be in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Indenture (Exco Resources Inc)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,0001,000,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructionsinstructions and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereofof $2,000. One Officer shall sign the Notes for the Issuers each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (CAESARS ENTERTAINMENT Corp)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Company signed by one Officer of the Issuers Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 135,000,000 and (b) subject to the terms of this Indenture, Additional any PIK Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order Authentication Order shall specify the amount of separate Note certificates Notes to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional PIK Notes, as applicable, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes PIK Notes, as applicable, after the Issue Date shall be in a principal amount of at least $2,000 1.00 and integral multiples of $1,000 1.00 in excess thereof. One Officer shall sign the Notes for the Issuers Company by manual or facsimile PDF signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Responsible Officer, a copy of which shall be furnished to the IssuersCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (TheRealReal, Inc.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One An Officer shall sign the Notes for the Issuers Company by manual manual, facsimile or facsimile electronic image scan (e.g., pdf) signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $550,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officer’s Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue upon receipt by the Trustee of a written order of the Company in the form of an Officer’s Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officer’s Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as any Registrar, Paying an Agent or agent for service to deal with the Company and Affiliates of notices and demandsthe Company.

Appears in 1 contract

Samples: Indenture (New Residential Investment Corp.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign execute the Notes for Notes, on behalf of the Issuers Company, by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. The Trustee shall authenticate and make available for delivery: (1) at any time and from time to time after the execution and delivery of this Indenture, the Initial Notes for original issue on the Issue Date initially in an aggregate principal amount of U.S. $600,000,000; and (2) if and when issued, the Subsequent Notes, in each case upon a written order of the Company signed by two Officers or by an Officer and an Assistant Treasurer or an Assistant Secretary of the Company (the “Company Order”). Such Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Subsequent Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is initially limited to U.S. $600,000,000 outstanding (plus any Subsequent Notes), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes of the same class pursuant to Section 2.06, Section 2.07, Section 2.09, Section 5.08 or Section 9.05 hereof. All Notes issued on the Issue Date and all Subsequent Notes shall be identical in all respects other than issue date, issue price and the date from which interest accrues and any changes relating thereto. Notwithstanding anything to the contrary contained in this Indenture, the Initial Notes and any Subsequent Notes of the same class will be treated as a single class of securities under this Indenture. Without limiting the generality of the foregoing sentence, unless otherwise provided in this Indenture, all Notes issued under this Indenture shall vote and consent together on all matters as one class and no Notes will have the right to vote or consent as a separate class on any matter. The Trustee may appoint one or more authenticating agents an agent (the “Authenticating Agent”) reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, a Paying Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Samples: Pooling Agreement (Bunge LTD)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers (a) Initial Original Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000125,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, authenticated and whether the Notes are to be Initial Notes or Additional Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix Athe Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 1,000 and integral multiples of $1,000 in excess thereof, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes for the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to enter into a letter of representations with the Depository in the form provided by the Issuers and to act in accordance with such letter.

Appears in 1 contract

Samples: Supplemental Indenture (Rural Metro Corp /De/)

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Execution and Authentication. The Trustee At least one Officer shall authenticate and make available for delivery upon a written order execute the Notes on behalf of the Issuers signed Company by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000manual, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes facsimile or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers by manual or facsimile other electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form provided for in Exhibit A attached hereto, by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of the Company’s order (an “Authentication Order”) signed by one Officer, authenticate and deliver the Initial Notes. In addition, subject to the terms of this Indenture, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes in an aggregate principal amount to be determined at the time of issuance specified therein. Such Authentication Order shall specify the amount of the Notes to be authenticated and, in the case of any issuance of Additional Notes pursuant to Section 2.01, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Samples: Cogent Communications Holdings, Inc.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof Issue Date in an aggregate principal amount of $3,140,000,000[338,000,000], consisting of $[ ] aggregate principal amount of Series A Notes and $[ ] aggregate principal amount of Series B Notes, (b) subject to the terms of this Indenture, Additional (c) the Exchange Notes for issue in an aggregate a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Series B Notes exchanged pursuant thereto or otherwise pursuant to be determined at an effective registration statement under the time Securities Act and (d) any PIK Notes issued or PIK Payment made in payment of issuance and specified thereinPIK Interest. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructionsinstructions and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or Appendix Exhibit A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereofof $2,000. One At least one Officer shall must sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee will, upon receipt of a written order of the Company signed by two Officers (an “Authentication Order”), authenticate Notes for original issue that may appoint be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.08 hereof. The Trustee may appoint an authenticating agents reasonably agent acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. On any RegistrarInterest Payment Date on which the Issuer pays PIK Interest with respect to a Note, Paying Agent the Trustee shall increase the principal amount of such Note by an amount equal to the interest payable, rounded up to the nearest $1,000, for the relevant interest period on the principal amount of such Note as of the relevant Record Date for such Interest Payment Date, to the credit of the holders on such Record Date, pro rata in accordance with their interests, and an adjustment shall be made on the books and records of the Trustee (if it is then the Note Custodian for such Global Note) with respect to such Global Note, by the Trustee or agent the Note Custodian, to reflect such increase. On any Interest Payment Date on which the Issuer pays PIK Interest by making a PIK Payment or by issuing definitive PIK Notes, the principal amount of any such PIK Notes issued to any holder, for service the relevant interest period as of notices and demandsthe relevant Record Date for such Interest Payment Date, shall be rounded up to the nearest $1.00.

Appears in 1 contract

Samples: Indenture (Energy XXI Gulf Coast, Inc.)

Execution and Authentication. The Trustee Notes shall authenticate and make available for delivery upon a written order be executed on behalf of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount two Officers of each of the Notes to be authenticated, Issuers or an Officer and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder Secretary of each of the Issuers. Such signature may be either manual or facsimile. The Issuers' seals may be impressed, affixed, imprinted or reproduced on the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall may be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers by manual or facsimile signatureform. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authentication agent shall authenticate Notes for original issue in the aggregate principal amount not to exceed $150,000,000 upon receipt of an authentication order in the form of an Officers' Certificate; provided that the aggregate principal amount of Notes on the Issue Date shall - -------- not exceed $115,000,000. The aggregate principal amount of Notes outstanding at any time may not exceed $150,000,000 except as provided in Section 2.07 hereof. Upon receipt of an authentication order in the form of an Officers' Certificate, the Trustee shall authenticate an additional series of Notes for issuance in exchange for all Notes previously issued pursuant to an exchange offer registered under the Securities Act (a "Registered Exchange") or pursuant to a Private Exchange (as defined in the Registration Rights Agreement). Exchange Notes (as defined in the Registration Rights Agreement) may have such distinctive series designation and "CUSIP" numbers as and such changes in the form thereof as are specified in the Officers' Certificate referred to in the preceding sentence. Exchange Notes issued pursuant to a Registered Exchange shall not bear the Private Placement Legend. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and integral multiples thereof. The Trustee may appoint one or more an authenticating agents reasonably acceptable to the Issuers agent to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officeran authorized officer of the Trustee, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with the Issuers or an Affiliate of any Registrar, Paying Agent or agent for service of notices and demandsIssuer.

Appears in 1 contract

Samples: Muzak Holdings Finance Corp

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign execute the Notes for Notes, on behalf of the Issuers Company, by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. The Trustee shall authenticate and make available for delivery: (1) at any time and from time to time after the execution and delivery of this Indenture, the Initial Notes for original issue on the Issue Date initially in an aggregate principal amount of U.S. $600,000,000; and (2) if and when issued, the Subsequent Notes, in each case upon a written order of the Company signed by two Officers or by an Officer and an Assistant Treasurer or an Assistant Secretary of the Company (the “Company Order”). Such Company Order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Subsequent Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is initially limited to U.S. $600,000,000 outstanding (plus any Subsequent Notes), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes of the same class pursuant to Section 2.06, Section 2.07, Section 2.09, Section 5.08 or Section 9.05 hereof. All Notes issued on the Issue Date and all Subsequent Notes shall be identical in all respects other than issue date, issue price and the date from which interest accrues and any changes relating thereto; provided that if the Subsequent Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Subsequent Notes will have a separate CUSIP number. Notwithstanding anything to the contrary contained in this Indenture, the Initial Notes and any Subsequent Notes of the same class will be treated as a single class of securities under this Indenture. Without limiting the generality of the foregoing sentence, unless otherwise provided in this Indenture, all Notes issued under this Indenture shall vote and consent together on all matters as one class and no Notes will have the right to vote or consent as a separate class on any matter. The Trustee may appoint one or more authenticating agents an agent (the “Authenticating Agent”) reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, a Paying Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Samples: Indenture (Bunge LTD)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One An Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Note which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee signs manually signs or by facsimile the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Notes for original issue in the aggregate principal amount of $175,000,000 (or up to $200,000,000 to the extent the Underwriters exercise their over-allotment option under the Underwriting Agreement in full) upon receipt of a written order or orders of the Company signed by an Officer of the Company (a “Company Order”). The Company Order shall specify the amount of Notes to be authenticated, shall provide that all such Notes will be represented by a Global Note and the date on which each original issue of Notes is to be authenticated. The initial aggregate principal amount of Notes outstanding at any time may not exceed $175,000,000 (or $200,000,000 to the extent the Underwriters exercise their over-allotment option under the Underwriting Agreement in full) except as provided in Section 2.07. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Appears in 1 contract

Samples: Indenture (Wright Medical Group Inc)

Execution and Authentication. The Trustee shall authenticate and make available for delivery delivery, upon a written order of the Issuers signed by one Officer of the Issuers each Issuer, (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 400,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: McGraw Hill

Execution and Authentication. The Trustee Notes shall authenticate and make available for delivery upon a written order be executed on behalf of the Issuers signed Company by one any Officer. The signature of such Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000Notes may be manual, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes facsimile or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers by manual or facsimile signaturepdf. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an aggregate principal amount of $300,000,000, and (ii) any additional Notes issued pursuant to Section 2.14 for original issue after the Issue Date, in each case upon Company Order, which Company Order shall, in the case of any issuance of additional Notes, certify that such issuance is in compliance with Section 2.14. In addition, each such Company Order shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated, and the aggregate principal amount of Notes outstanding on the date of authentication, and shall further specify the amount of such Notes to be issued as Global Notes or Certificated Notes. The Trustee, in accordance with any such Company Order, shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Notes shall originally be issued only in registered form without coupons and only in minimum denominations of $1,000 of principal amount and integral multiples thereof. The Trustee may appoint one or more authenticating agents reasonably agents. The Trustee may at any time after the Issue Date appoint an authenticating agent acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so, except any Notes issued pursuant to Section 2.07 hereof. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights right to deal with the Company as any Registrar, Paying Agent or agent the Trustee with respect to such matters for service of notices and demandswhich it has been appointed.

Appears in 1 contract

Samples: Indenture (NRG Yield, Inc.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,0001,500,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructionsinstructions and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereofof $2,000. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (CAESARS ENTERTAINMENT Corp)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Company signed by one Officer of the Issuers Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 850,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers Company by manual or facsimile PDF signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officerthe Trustee, a copy of which shall be furnished to the IssuersCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (XPO Logistics, Inc.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,0001,375,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructionsinstructions and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereofof $2,000. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Harrahs Entertainment Inc)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed Issuer executed by one Officer of the Issuers its Officers (aan “Authentication Order”) (i) Initial Series A Notes for original issue on the date hereof Issue Date in an aggregate principal amount of $3,140,000,00053,411,993, (ii) Initial Series B Notes for original issue on the Issue Date in an aggregate principal amount of $63,833,090, (iii) Initial PPNs for original issue on the Issue Date in an aggregate principal amount of $54,828,743 and (biv) subject to the terms of this IndentureSection 2.01, Additional Notes of any Series in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order Any Authentication Order shall specify the amount Series of separate Note certificates Notes to be authenticated, the aggregate principal amount of each Notes of the Notes such Series to be authenticated, the date on which the original issue of such Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder Holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign execute the Notes for on behalf of the Issuers Issuer by manual or facsimile electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Lamington Road Dac (Emergent Capital, Inc.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000220,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructionsinstructions and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereofof $2,000. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (TII Smart Solutions, Sociedad Anonima)

Execution and Authentication. The Trustee Two Officers shall authenticate and make available for delivery upon a written order of the Issuers signed by sign, or one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign and one Officer or any Assistant Secretary shall attest to, the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid neverthelessnevertheless and the Company shall nevertheless be bound by the terms of the Notes and this Indenture. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The Note but such signature shall be conclusive evidence that the Note has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate Notes for original issue in the aggregate principal amount of up to $150,000,000 and shall authenticate any other Notes permitted to be issued under this Indenture, upon a written order of the Company in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed $300,000,000 plus the principal amount of any PIK Notes, except as provided in Section 2.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Company. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Unless otherwise provided in the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with any RegistrarObligor, Paying Agent any Affiliate of any Obligor, or agent for service any of notices their respective Subsidiaries. Notes shall be issuable only in registered form without coupons in denominations (rounded, if necessary, to the nearest dollar) of $1 and demandsany integral multiple thereof.

Appears in 1 contract

Samples: Transamerican Energy Corp

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer and an Opinion of the Issuers Counsel (a) Initial Original Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000270,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, authenticated and whether the Notes are to be Initial Notes or Additional Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at At least $2,000 and integral multiples of $1,000 in excess thereof. One one Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Responsible Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Acco Brands Corp)

Execution and Authentication. The Trustee At least one Officer shall authenticate and make available for delivery upon a written order execute the Notes on behalf of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form provided for in Exhibit A attached hereto, by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of the Issuer’s order (an “Authentication Order”) signed by one Officer, authenticate and deliver the Initial Notes. In addition, subject to the terms of this Indenture, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes in an aggregate principal amount to be determined at the time of issuance specified therein. Such Authentication Order shall specify the amount of the Notes to be authenticated and, in the case of any issuance of Additional Notes pursuant to Section 2.01, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Indenture (Cogent Communications Group Inc)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order An authorized member of the Issuers signed by one Officer Issuer’s Board of Directors or an executive officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer Issuer shall sign the Notes for on behalf of the Issuers Issuer by manual manual, electronic or facsimile signature. If an Officer authorized member of the Issuer’s Board of Directors or an executive officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute, which execution may be by Electronic Means (including DocuSign or other electronic platform), and, upon receipt of an Issuer Order, the Trustee shall authenticate (whether itself or via the authenticating agent), which such authentication may be by manual or electronic (including DocuSign or other electronic platform) signature (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of $1,250,000,000 and (b) Additional Notes, from time to time. The Issuer is permitted to issue Additional Notes as part of a further issue under this Indenture, from time to time; provided that, any Additional Notes may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Global Notes) as the Original Notes unless the Additional Notes are fungible with the Original Notes for U.S. federal income tax purposes. The Issuer will issue Notes in denominations of $2,000 and any integral multiples of $1,000 in excess thereof. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuer or agent for service an Affiliate of notices the Issuer. The Trustee shall have the right to decline to authenticate and demandsdeliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Samples: Indenture (Royal Caribbean Cruises LTD)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000750,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructionsinstructions and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereofof $2,000. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (CAESARS ENTERTAINMENT Corp)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign execute the Notes for Notes, on behalf of the Issuers Company, by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. The Trustee shall authenticate and make available for delivery: (1) at any time and from time to time after the execution and delivery of this Indenture, the Initial Notes for original issue on the Issue Date initially in an aggregate principal amount of U.S. $[ ]; and (2) if and when issued, the Subsequent Notes, in each case upon a written order of the Company signed by two Officers or by an Officer and an Assistant Treasurer or an Assistant Secretary of the Company (the “Company Order”). Such Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Subsequent Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is initially limited to U.S. $[ ] outstanding (plus any Subsequent Notes), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes of the same class pursuant to Section 2.06, Section 2.07, Section 2.09, Section 5.08 or Section 9.05 hereof. All Notes issued on the Issue Date and all Subsequent Notes shall be identical in all respects other than issue date, issue price and the date from which interest accrues and any changes relating thereto; provided that if the Subsequent Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Subsequent Notes will have a separate CUSIP number. Notwithstanding anything to the contrary contained in this Indenture, the Initial Notes and any Subsequent Notes of the same class will be treated as a single class of securities under this Indenture. Without limiting the generality of the foregoing sentence, unless otherwise provided in this Indenture, all Notes issued under this Indenture shall vote and consent together on all matters as one class and no Notes will have the right to vote or consent as a separate class on any matter. The Trustee may appoint one or more authenticating agents an agent (the “Authenticating Agent”) reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, a Paying Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Samples: Indenture (Bunge LTD)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one An Officer of the Issuers General Partner, on behalf of the Partnership (a) Initial Notes for original issue on or the date hereof in an aggregate principal amount of $3,140,000,000Partnership, if the Partnership is a corporation), and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer Finance Corp. shall sign the Notes for each of the Issuers Partnership and Finance Corp. by manual or facsimile signature. The seal of Finance Corp. shall be reproduced on the Notes and may be in facsimile form. If an Officer of the General Partner or of Finance Corp. whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall, upon a written order of the Issuers signed by an Officer of the General Partner, on behalf of the Partnership (or the Partnership, if the Partnership is a corporation), and of Finance Corp., authenticate Notes for original issue of an aggregate amount of $350,000,000. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as any Registraran Agent to deal with the Issuers or an Affiliate of the Issuers. Subject to compliance with Section 4.8 and the other terms of this Indenture, Paying Agent or agent the Issuers are permitted to issue more notes after the Issue Date (“Additional Notes”) under this Indenture in an unlimited amount. The 7 1/8% Notes and Additional Notes subsequently issued under this Indenture shall be treated as a single class for service of notices all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and demandsoffers to purchase.

Appears in 1 contract

Samples: Amerigas Partners Lp

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer of the Issuers Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 510,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Chart Industries Inc)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Company signed by one Officer of the Issuers Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 350,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof,. One Officer shall sign the Notes for the Issuers Company by manual or facsimile PDF signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officerthe Trustee, a copy of which shall be furnished to the IssuersCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Passu Intercreditor Agreement (Abercrombie & Fitch Co /De/)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer of the Issuers (a) Initial (i) Original 2013 Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000883,346,000 and (ii) Original 2015 Notes for original issue on the date hereof in an aggregate principal amount of $681,012,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, authenticated and whether the Notes are to be Initial Notes or Additional Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix Athe Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples 2,000, whether such Additional Notes are of $1,000 in excess thereofthe same or a different series than the Original Notes. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to enter into a letter of representations with the Depository in the form provided by the Issuer and to act in accordance with such letter.

Appears in 1 contract

Samples: Indenture (Intelsat LTD)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order An authorized managing director or directors or an authorized officer or officers (in each case individually, an “authorized officer”) of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer Issuer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer authorized officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authentication agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Pursuant to an Issuer Order, the Issuer shall execute and the Trustee shall authenticate (a) Original Notes for original issue up to an aggregate principal amount of €142,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 2.15. Any issue of Additional Notes that is to utilize the same ISIN or Common Code number as a Note already issued hereunder shall be effected in a manner and under circumstances whereby the issue of Additional Notes is treated as a “qualified reopening” (within the meaning of U.S. Treas. Reg. 1.1275-2(k)(3), or any successor provision, all as in effect at the time of further issue) of the issue of notes having the shared ISIN or Common Code number, as the case may be. The aggregate principal amount of Notes outstanding shall not exceed the amount set forth herein except as provided in Sections 2.07 and 2.15. The Trustee may appoint one or more authenticating agents an authentication agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating any such authentication agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating authentication agent has the same rights as any Registrar, co-Registrar Transfer Agent or Paying Agent to deal with the Issuer or agent for service an Affiliate of notices the Issuer. The Trustee shall have the right to decline to authenticate and demandsdeliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Samples: Indenture (Hungarian Telephone & Cable Corp)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Authorized Officer of the Issuers Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000500,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Additional Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and in integral multiples of $1,000 in excess thereof. One Authorized Officer shall sign the Notes for the Issuers Issuer by manual manual, electronic, facsimile signature or facsimile signatureelectronically transmitted signature (including .pdf). If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Talos Energy Inc.)

Execution and Authentication. The Trustee Two Officers, or an Officer and an Assistant Secretary, shall authenticate and make available for delivery upon a written order of the Issuers signed by sign, or one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $30,000,000 upon receipt of a written order of the Company (the "Authentication Order") in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Notes to be authenticated, whether any such Notes are Transfer Restricted Notes, whether such Notes are Global Notes or Definitive Notes, the date on which the Notes are to be authenticated and instructions with respect to distribution thereof. The aggregate principal amount of Notes outstanding at any time may not exceed $30,000,000, except as set forth in Section 2.07, which such $30,000,000 maximum amount is exclusive of the Deferred Interest as set forth in Section 3.07. Upon receipt of a written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Company. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Unless otherwise provided in the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registraran Agent to deal with the Holders, Paying Agent or agent for service the Company and Affiliates of notices and demandsthe Company.

Appears in 1 contract

Samples: Indenture (Sheffield Steel Corp)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer Two Officers shall sign the Senior Discount Notes for each of the Issuers by manual or facsimile signature. The Issuers' seals, if any, may be reproduced on the Senior Discount Notes and may be in facsimile form. If an Officer whose signature is on a Senior Discount Note no longer holds that office at the time the Trustee authenticates the Notea Senior Discount Note is authenticated, the Senior Discount Note shall nevertheless be valid neverthelessvalid. A Senior Discount Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Senior Discount Note has been authenticated under this Indenture. The Trustee shall, upon a written order of each of the Issuers signed by two Officers of each Issuer (an "Authentication Order"), (i) authenticate Senior Discount Notes for original issue up to the aggregate principal amount at issuance of $110,410,720 (such Senior Discount Notes authenticated in the aggregate principal amount at maturity of $196,000,000) and (ii) authenticate Additional Senior Discount Notes for issue up to the aggregate principal amount at issuance of $50,000,000 (such Senior Discount Notes authenticated in the aggregate principal amount of maturity as determined at such time). The aggregate principal amount at issuance of Senior Discount Notes outstanding at any time may not exceed $160,410,720 except as provided in Section 2.7 hereof. The Trustee shall also authenticate the Senior Discount Notes as required by Section 2.6 hereof. The Trustee may (at the expense of the Issuers) appoint one or more an authenticating agents reasonably agent acceptable to the Issuers to authenticate the Senior Discount Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Senior Discount Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices the Issuers and demandshas the same protections under Article 7 herein.

Appears in 1 contract

Samples: Avalon Cable Holdings Finance Inc

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers each Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery (1) Dollar Notes issued on the Issue Date in an aggregate principal amount of $300,000,000 and Euro Notes issued on the Issue Date in an aggregate principal amount of €375,000,000, (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of each Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are to be Initial Notes or Additional Notes. The Trustee may appoint one or more authenticating agents an agent (the “Authenticating Agent”) reasonably acceptable to the Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case either Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which either Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Samples: Indenture (Trinseo S.A.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers each Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000350,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Additional Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Holdings to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersHoldings. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (MBOW Four Star, L.L.C.)

Execution and Authentication. ‌ Two Officers must sign the Notes for the Company by manual, facsimile or electronic signature (including “.pdf” or any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., xxx.xxxxxxxx.xxx). If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid, so long as the Officer held office at the time the Note was signed by such Officer on behalf of the Company. A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery will, upon receipt of a written order of the Issuers Company signed by one an Officer of the Issuers (aan “Authentication Order”), authenticate (i) Initial Notes for original issue on that may be validly issued under this Indenture up to the date hereof in an aggregate principal amount of $3,140,000,000, the Initial Notes and (bii) subject to the terms of this Indenture, Additional any PIK Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. Such order Authentication Orders shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is are to be authenticated, whether the number of separate Notes are certificates to be Initial Notes or Additional Notesauthenticated, the registered holder Holder of each of the Notes such Note and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAgent. An authenticating agent Agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company. The Initial Notes to be authenticated on the Issue Date shall reflect an aggregate principal amount of U.S.$1,888,434.

Appears in 1 contract

Samples: Intercreditor Agreement

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by At least one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall Issuer must sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated or at any time thereafter, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteAuthenticating Agent. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. The Authenticating Agent shall authenticate the Dollar Notes on the Issue Date in an aggregate principal amount of $400,000,000 and the Euro Notes on the Issue Date in an aggregate principal amount of €460,000,000 upon receipt of an authentication order signed by at least one Officer of the Issuer directing the Authenticating Agent to authenticate the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with (an “Authentication Order”). The Authenticating Agent shall authenticate Additional Notes upon receipt of an Authentication Order relating thereto. Each Note shall be dated the date of its authentication. The Trustee may authenticate Notes as the Issuer’s Authenticating Agent. The Trustee may appoint one an additional Authenticating Agent or more authenticating agents reasonably Agents acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent has Such Authenticating Agent shall have the same rights as the Trustee in any Registrardealings hereunder with any of the Issuer’s Affiliates. Notes authenticated by an Authenticating Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated hereunder by the Trustee, Paying and every reference in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee’s certificate of authentication shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be subject to acceptance by the Issuer and shall at all times be a corporation organized and doing business under, or agent licensed to do business pursuant to, the laws of the United States of America (including any State thereof or the District of Columbia) or a jurisdiction in the European Union and authorized under such laws to act as Authenticating Agent, subject to supervision or examination by governmental authorities, if applicable. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 2.02, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 2.02. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided that such corporation shall be otherwise eligible under this Section 2.02, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice of resignation to the Trustee and the Issuer. Each of the Trustee and the Issuer may at any time terminate the agency of an Authenticating Agent by giving written notice of the termination to that Authenticating Agent and the Issuer or the Trustee, as the case may be. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent ceases to be eligible in accordance with the provisions of this Section 2.02, the Trustee may appoint a successor Authenticating Agent acceptable to the Issuer. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all of the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 2.02. The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for service its services under this Section 2.02. If an Authenticating Agent is appointed with respect to the Notes pursuant to this Section 2.02, the Notes may have endorsed thereon, in addition to or in lieu of notices and demands.the Trustee’s certification of authentication, an alternative certificate of authentication in the following form: “This is one of the Notes referred to in the within-mentioned Indenture. [NAME OF AUTHENTICATING AGENT], as Authenticating Agent By: Authorized Signatory”

Appears in 1 contract

Samples: Supplemental Indenture (Liberty Global PLC)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers Issuer by manual manual, facsimile or facsimile electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Notes as set forth in the Appendix. On the Issue Date, the Trustee shall authenticate and deliver $500,000,000 of 4.625% Senior Secured Notes due 2028 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuer signed by one Officer (the “Authentication Order”). Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Sections 2.13, 4.06 and 4.10. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Responsible Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent appointed by the Trustee may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent appointed by the Trustee has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Supplemental Indenture (Graftech International LTD)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer of the Issuers (a) Initial (i) Original 2019 Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,0001,500,000,000 and (ii) Original 2021 Notes for original issue on the date hereof in an aggregate principal amount of $1,150,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified thereintherein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, authenticated and whether the Notes are to be Initial Notes or Additional Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix Athe Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of at least $2,000 and any integral multiples multiple of $1,000 in excess thereof1,000, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to enter into a letter of representations with the Depository in the form provided by the Issuer and to act in accordance with such letter.

Appears in 1 contract

Samples: Intelsat (Intelsat S.A.)

Execution and Authentication. The Trustee Notes shall authenticate and make available for delivery upon a written order be executed on behalf of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount two Officers of each of the Notes to be authenticated, Issuers or an Officer and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder Secretary of each of the Issuers. Such signature may be either manual or facsimile. The Issuers' seals may be impressed, affixed, imprinted or reproduced on the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall may be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers by manual or facsimile signatureform. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authentication agent shall authenticate Notes for original issue in the aggregate principal amount at maturity not to exceed $75,000,000 upon receipt of an authentication order in the form of an Officers' Certificate. The aggregate principal amount at maturity of Notes outstanding at any time may not exceed $75,000,000 except as provided in Section 2.07 hereof. Upon receipt of an authentication order in the form of an Officers' Certificate, the Trustee shall authenticate an additional series of Notes for issuance in exchange for all Notes previously issued pursuant to an exchange offer registered under the Securities Act (a "Registered Exchange") or pursuant to a Private Exchange (as defined in the Registration Rights Agreement). Exchange Notes (as defined in the Registration Rights Agreement) may have such distinctive series designation and "CUSIP" numbers as and such changes in the form thereof as are specified in the Officers' Certificate referred to in the preceding sentence. Exchange Notes issued pursuant to a Registered Exchange shall not bear the Private Placement Legend. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and integral multiples thereof. The Trustee may appoint one or more an authenticating agents reasonably acceptable to the Issuers agent to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officeran authorized officer of the Trustee, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with the Issuers or an Affiliate of any Registrar, Paying Agent or agent for service of notices and demandsIssuer.

Appears in 1 contract

Samples: Supplemental Indenture (Muzak Holdings Finance Corp)

Execution and Authentication. The Trustee or its Authenticating Agent shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer or more officers, directors or authorized signatories of the Issuers Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof of $550,000,000 in an aggregate principal amount of $3,140,000,000, 7.625% Senior Secured Notes due 2025 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, authenticated and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix Athe Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of at least $2,000 and any integral multiples of $1,000 in excess thereofthereof whether such Additional Notes are of the same or a different series than the Initial Notes. Prior to the authentication of the Initial Notes, the Trustee shall receive an Officer’s Certificate and Opinion of Counsel in accordance with Section 12.04. One Officer or more officers, directors or authorized signatories of the Issuer shall sign the Notes for the Issuers Issuer by manual manual, electronic or facsimile signature. If an Officer officer, director or authorized signatory whose signature is on a Note no longer holds that office at the time the Trustee or its Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee or its Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents (each an “Authenticating Agent”) reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Acceptable Intercreditor Agreement (Dave & Buster's Entertainment, Inc.)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one One Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer Issuer shall sign the Notes Securities for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $1,300,000,000 of 4.875% Senior Notes due 2025 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Securities, in an aggregate principal amount specified in a Company Order. A Company Order delivered to the Trustee in connection with the authentication of Securities under this Section shall specify the amount of Securities to be authenticated and the date on which such Securities are to be authenticated, and in the case of Additional Securities, it shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuers Issuer to authenticate the NotesSecurities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Beacon Roofing Supply Inc)

Execution and Authentication. The Trustee Notes shall authenticate and make available for delivery upon a written order be executed on behalf of the Issuers signed Issuer by one Officer its Chairman of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount Board of $3,140,000,000Directors, and (b) subject to the terms its President, its Chief Executive Officer, its Chief Financial Officer, one of this Indenture, Additional Notes in an aggregate principal amount to its Executive or Senior Vice Presidents or its Treasurer or Assistant Treasurer. The signature of any of these officers may be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers by manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by two of its Officers, Notes for original issue on the date hereof in an aggregate principal amount of $[ ]. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed $[ ] except as provided in Section 2.07. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust OfficerOfficer of the Trustee, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each After any such appointment, each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any RegistrarRegistrar (as defined below), Paying Agent (as defined below) or agent for service of notices and demands. The Issuer shall retain possession of the Notes as custodian for the Holders. Holders of the Notes will be entitled to physical delivery of their respective Note upon written request to the Issuer. Except for any Notes delivered to Holders pursuant to written request by such Holders to the Issuer, the Notes will at all times be held by the Issuer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Watson Wyatt Worldwide, Inc.)

Execution and Authentication. The Trustee Notes shall authenticate and make available for delivery upon a written order be executed on behalf of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount two Officers of each of the Notes to be authenticated, Issuers or an Officer and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder Secretary of each of the Issuers. Such signature may be either manual or facsimile. The Issuers' seals may be impressed, affixed, imprinted or reproduced on the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall may be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers by manual or facsimile signatureform. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authentication agent shall authenticate Notes for original issue in the aggregate principal amount not to exceed $150,000,000 upon receipt of an authentication order in the form of an Officers' Certificate; provided that the aggregate principal amount of Notes on the Issue Date shall -------- not exceed $115,000,000. The aggregate principal amount of Notes outstanding at any time may not exceed $150,000,000 except as provided in Section 2.07 hereof. Upon receipt of an authentication order in the form of an Officers' Certificate, the Trustee shall authenticate an additional series of Notes for issuance in exchange for all Notes previously issued pursuant to an exchange offer registered under the Securities Act (a "Registered Exchange") or pursuant to a Private Exchange (as defined in the Registration Rights Agreement). Exchange Notes (as defined in the Registration Rights Agreement) may have such distinctive series designation and "CUSIP" numbers as and such changes in the form thereof as are specified in the Officers' Certificate referred to in the preceding sentence. Exchange Notes issued pursuant to a Registered Exchange shall not bear the Private Placement Legend. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and integral multiples thereof. The Trustee may appoint one or more an authenticating agents reasonably acceptable to the Issuers agent to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officeran authorized officer of the Trustee, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with the Issuers or an Affiliate of any Registrar, Paying Agent or agent for service of notices and demandsIssuer.

Appears in 1 contract

Samples: Supplemental Indenture (Muzak Finance Corp)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers Company signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, 1,500,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, authenticated and the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereofof $2,000. One At least one Officer shall must sign the Notes for the Issuers Company by manual manual, facsimile or facsimile other electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Joinder Agreement (Caesars Entertainment, Inc.)

Execution and Authentication. The Trustee or its Authenticating Agent shall authenticate and make available for delivery upon a written order of the Issuers Issuer signed by one Officer or more officers, directors or authorized signatories of the Issuers Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof of $275,000,000 in an aggregate principal amount of $3,140,000,000, 8.750% Senior Secured Notes due 2025 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, authenticated and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix Athe Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of at least $2,000 and any integral multiples of $1,000 in excess thereofthereof whether such Additional Notes are of the same or a different series than the Initial Notes. Prior to the authentication of the Initial Notes, the Trustee shall receive an Officer’s Certificate and Opinion of Counsel in accordance with Section 12.04. One Officer or more officers, directors or authorized signatories of the Issuer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer officer, director or authorized signatory whose signature is on a Note no longer holds that office at the time the Trustee or its Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee or its Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint one or more authenticating agents (each an “Authenticating Agent”) reasonably acceptable to the Issuers Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuersIssuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (At Home Group Inc.)

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