Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 7 contracts

Samples: Cott USA Finance LLC, Indenture (Vitamin Shoppe, Inc.), Indenture (Vitamin Shoppe, Inc.)

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section ~~306~~3.06, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section ~~106~~1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section ~~607~~6.07. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. ~~[TRUSTEE~~[ ], AS TRUSTEE By: ~~As Authenticating Agent By:~~ Authorized Signatory ARTICLE ~~VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~VII

Appears in 7 contracts

Samples: Indenture (Gulfport Buckeye LLC), Indenture (Titan Concrete Industries, Inc.), Indenture (Jaguar Resources LLC)

Appointment of Authenticating Agent. ~~The~~ (a) At any time when any of the Securities remain Outstanding, the Trustee ~~may~~ may, and upon request of the Company, shall, appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of ~~Securities~~ Securities, which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued ~~upon original issue and~~ upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306, and~~ 3.6. Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State~~ state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section~~Section 6.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY6.14.

Appears in 6 contracts

Samples: Indenture (Exela Technologies, Inc.), Exela Technologies (Exela Technologies, Inc.), Tellurian Inc. /De/

Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of of, and subject to the direction of, the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued ~~upon original issue and~~ upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus (together with its parent) of not less than $~~50,000,000~~ 100,000,000 and subject to supervision or examination by ~~Federal~~ federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appears in 6 contracts

Samples: Indenture (Interline Brands, Inc./De), Indenture (Regent Broadcasting Midwest Inc), Indenture (Regent Broadcasting Midwest Inc)

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the ~~Company~~ Issuers and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the ~~Company~~Issuers, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Company~~Issuers. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Company~~Issuers. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the ~~Company~~ Issuers and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the ~~Company~~ Issuers for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE ~~VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~VII

Appears in 5 contracts

Samples: Indenture (Genesis Energy Lp), Indenture (Genesis Energy Lp), Indenture (Genesis Free State Holdings, LLC)

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [NAME OF TRUSTEE] As Trustee By [NAME OF AUTHENTICATING AGENT], ~~AS TRUSTEE By:~~ As Authenticating Agent By: Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 5 contracts

Samples: Laredo Midstream Services, LLC, Indenture (SN Cotulla Assets, LLC), Indenture (Laredo Midstream Services, LLC)

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original ~~issue and upon~~ issuance, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 ~~and~~ and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee ~~and~~ and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent ~~and~~ and, if other than the Company, to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Trustee, with the approval of the Company, may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. [~~TRUSTEE], AS TRUSTEE By:~~ Name of Authenticating Agent] _________________________ by As Authenticating Agent ~~By:~~ _________________________ As Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Agent Dated ____________________

Appears in 4 contracts

Samples: HIVE Digital Technologies Ltd., HIVE Digital Technologies Ltd., HIVE Blockchain Technologies Ltd.

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original ~~issue and upon~~ issuance, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 ~~and~~ and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee ~~and~~ and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent ~~and~~ and, if other than the Company, to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Trustee, with the approval of the Company, may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~THE BANK OF NEW YORK, ~~AS TRUSTEE By:~~ as Trustee, by As Authenticating Agent ~~By:~~ by As Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Agent Dated

Appears in 4 contracts

Samples: Turner Broadcasting System Inc, Time Warner Cable Inc., Time Warner Inc

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original ~~issue and upon~~ issuance, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 ~~and~~ and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee ~~and~~ and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent ~~and~~ and, if other than the Company, to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Trustee, with the approval of the Company, may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. [~~TRUSTEE], AS TRUSTEE By:~~ Name of Authenticating Agent] by As Authenticating Agent ~~By:~~ by As Authorized Signatory Dated ARTICLE VII ~~HOLDERS~~Securityholders’ ~~LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Lists and Reports by Trustee and Company

Appears in 4 contracts

Samples: Apollo Global Management LLC, Apollo Global Management LLC, Apollo Global Management LLC

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original ~~issue and upon~~ issuance, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 ~~and~~ and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee ~~and~~ and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent ~~and~~ and, if other than the Company, to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Trustee, with the approval of the Company, may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. [~~TRUSTEE], AS TRUSTEE By:~~ Name of Authenticating Agent] by As Authenticating Agent ~~By:~~ By As Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Agent Dated

Appears in 4 contracts

Samples: Indenture (Handschy Holdings, LLC), Invesco Mortgage Capital Inc., Invesco Mortgage Capital Inc.

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to ~~any series of Securities~~ the Notes which shall be authorized to act on behalf of the Trustee to authenticate ~~the Securities of such Series~~ Notes issued upon original issue and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption ~~or pursuant to Section 306~~thereof, and ~~Securities of such series~~ Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of ~~Securities of such series~~ Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of ~~America,~~ America or of any State ~~thereof~~ or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less ~~than~~ that $~~50,000,000~~ 100,000,000 and subject to supervision or examination by ~~Federal~~ Federal, State, Territorial or ~~State authority~~District of Columbia authorities. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of ~~said~~ the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating ~~Agent,~~ Agent shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appears in 3 contracts

Samples: Indenture (Ual Corp /De/), Indenture (Ual Corp /De/), Ual Corp /De/

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section ~~306~~3.06, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 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 such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section ~~106~~1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE~~ [ ] By: As Authenticating Agent By: Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 3 contracts

Samples: Indenture (Horsehead Corp), Indenture (Horsehead Corp), Indenture (Horsehead Corp)

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents (by giving notice of the appointment to the Company and with respect to ~~any~~ one or more series of ~~Securities~~ Securities, which Authenticating Agent(s) shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original issue and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be reasonably acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be reasonably acceptable to the Company and shall give notice to the Company of such ~~appointment to all Holders of Securities of such series in the manner provided in Section 106~~appointment. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE By:~~ -------------------------------------------- As Trustee By ------------------------------------------ As Authenticating Agent ~~By:~~ By ------------------------------------------ Authorized ~~Signatory~~ Officer ARTICLE ~~VII~~ SEVEN HOLDERS’ ' LISTS AND REPORTS BY TRUSTEE AND ~~COMPANY~~COMPANY Section 701. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee

Appears in 3 contracts

Samples: Impac Mortgage Holdings Inc, Impac Mortgage Holdings Inc, Impac Mortgage Holdings Inc

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or ~~Agents~~ agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306~~series, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the ~~Company~~ Issuer and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State~~ state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Company~~Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Company~~Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the ~~Company~~ Issuer and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security register of the Issuer. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Issuer agrees to pay to each Authenticating Agent from time to time such reasonable compensation for its services under this ~~Section,~~ Section as may be agreed between the Issuer and ~~the Trustee shall be entitled to be reimbursed by the Company for~~ such ~~payments, subject to the provisions of Section 607~~Authenticating Agent. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein ~~and~~ referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~Law Debenture Trust Company of New York, ~~AS TRUSTEE~~ As Trustee By: As Authenticating Agent By: Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 3 contracts

Samples: Senior Indenture (Orix Corp), Orix Corp, Orix Corp

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of the Securities which shall be authorized to act on behalf of of, and subject to the direction of, the Trustee to authenticate the Securities of such ~~Series~~ series, including Securities issued upon original ~~issue and upon~~ issue, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, ; and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if though authenticated by the ~~Trustee hereunder~~Trustee. Wherever reference is made in this Indenture to the authentication and delivery of the Securities of ~~such~~ any series by the Trustee or to the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an such Authenticating Agent ~~so appointed with respect to~~ for such series and a certificate of authentication executed on behalf of the Trustee by an such Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the ~~Company~~ Corporation and shall at all times be either (i) a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State ~~authority~~authority or (ii) a corporation or other Person organized and doing business under the laws of Canada or any province thereof or England or Luxembourg, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by governmental authority of its jurisdiction of incorporation and organization. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section,~~ Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be ~~consolidated~~consolidated or amalgamated, or any corporation resulting from any merger, ~~conversion~~ conversion, consolidation or ~~consolidation~~ amalgamation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an any Authenticating Agent, shall ~~continue~~ be the successor to ~~be an~~ such Authenticating Agent with respect to all series of the Securities for which it served as Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee or such ~~successor corporation~~Authenticating Agent. An Any Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Company~~Corporation. The Trustee may at any time terminate the ~~agency~~ appointment of an any Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Company~~Corporation. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the ~~Company~~ Corporation and ~~shall give~~ shall, at the expense of the Corporation, provide notice of such appointment to all Holders of the Securities ~~of such series~~ affected thereby in the manner provided in Section ~~106~~610 with respect to the appointment of a successor Trustee. Any successor Authenticating ~~Agent~~ Agent, upon acceptance of its appointment ~~hereunder~~ hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if though originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Trustee~~ Corporation agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYhereunder.

Appears in 3 contracts

Samples: Indenture (Nutrien Ltd.), Indenture (Nutrien Ltd.), Indenture (Agrium Inc)

Appointment of Authenticating Agent. ~~The~~ As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the "Authenticating Agent") appointed, for such period as the Company shall elect, by the Trustee ~~may appoint an~~ for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by ~~the Trustee hereunder~~such Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of ~~such~~ any series by the Trustee for such series or to the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent ~~so appointed with respect to~~ for such series and a certificate of authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee ~~by an~~ may authenticate Debt Securities upon original issuance and pursuant to Section 3.06 hereof. Such Authenticating Agent ~~so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and~~ shall at all times be a corporation organized and doing business under the laws of the United States of ~~America,~~ America or of any ~~State thereof or the District of Columbia~~State, authorized under such laws to ~~act as Authenticating Agent~~exercise corporate trust powers, having a combined capital and surplus of ~~not less than~~ at least $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for ~~the~~ purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or ~~converted~~ converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which ~~such~~ any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency ~~or corporate trust~~ business of an any Authenticating Agent, shall continue to be an the Authenticating ~~Agent, provided such corporation shall be otherwise eligible under this Section,~~ Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee for such series or such ~~successor corporation~~Authenticating Agent. An Any Authenticating Agent may ~~resign~~ at any ~~time~~ time, and if it shall cease to be eligible shall, resign by giving written notice ~~thereof~~ of resignation to the applicable Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appears in 3 contracts

Samples: Indenture (Hilton Hotels Corp), Indenture (Hilton Hotels Corp), Park Place Entertainment Corp

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section ~~306~~3.06, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 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 such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section ~~106~~1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE ~~VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~VII

Appears in 3 contracts

Samples: Indenture (Enflex Corp), Indenture (Usf Glen Moore Inc.), Indenture (Usf Glen Moore Inc.)

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents ~~with respect to any series of Securities~~ which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities ~~of such Series~~ issued upon original issue and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.5, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State ~~thereof~~ or Territory or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section,~~ Section 6.14 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this ~~Section~~Section 6.14. 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 succeeding to all or substantially all of the ~~corporate agency or~~ corporate trust business of an Authenticating ~~Agent,~~ Agent shall ~~continue to~~ be an the successor Authenticating ~~Agent~~Agent hereunder, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appears in 3 contracts

Samples: First Interstate Bancsystem of Montana Inc, Fib Capital Trust, Fib Capital Trust

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original ~~issue and upon~~ issuance, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 ~~and~~ and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee ~~and~~ and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent ~~and~~ and, if other than the Company, to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Trustee, with the approval of the Company, may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~THE BANK OF NEW YORK MELLON, ~~AS TRUSTEE By~~as Trustee, by: As Authenticating Agent Byby: As Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Agent Dated:

Appears in 3 contracts

Samples: Home Box Office, Inc., Time Warner Inc., Home Box Office, Inc.

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuing Entity, may appoint an Authenticating Agent or Agents with respect to ~~any series~~ one or more Series, Classes or Tranches of ~~Securities~~ Notes which ~~shall~~ will be authorized to act on behalf of the Indenture Trustee to authenticate the ~~Securities~~ Notes of such ~~Series~~ Series, Classes or Tranches issued ~~upon original issue and~~ upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and ~~Securities of such series~~ the Notes so authenticated ~~shall~~ will be entitled to the benefits of this Indenture and ~~shall~~ will be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of ~~Securities of such series~~ Notes by the Indenture Trustee or the Indenture Trustee’s ~~certificate~~ Certificate of ~~authentication~~Authentication, such reference ~~shall~~ will be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a ~~certificate~~ Certificate of ~~authentication~~ Authentication executed on behalf of the Indenture Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent ~~shall~~ will be acceptable to the ~~Company~~ Issuing Entity and ~~shall~~ will at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State~~ state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 ~~and~~ and, if other than the Issuing Entity itself, subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent ~~shall~~ will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent ~~shall~~ will cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent ~~shall~~ will resign immediately in the manner and with the effect specified in this Section. The initial Authenticating Agent for the Notes of all Series, Classes and Tranches will be Xxxxx Fargo Bank, National Association. 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~~ will be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, ~~shall~~ will continue to be an Authenticating Agent, provided such corporation ~~shall~~ will be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Indenture Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the ~~Company~~Issuing Entity. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Company~~Issuing Entity. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent ~~shall~~ will cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Indenture Trustee, with the approval of the Issuing Entity, may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which ~~shall~~ will be acceptable to the ~~Company~~ Issuing Entity and ~~shall~~ will give notice ~~of such appointment~~ to ~~all Holders of Securities of such series in the manner~~ each Noteholder as provided in Section ~~106~~1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder ~~shall~~ will become vested with all 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~~ will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuing Entity from time to ~~time~~ time) reasonable compensation for its services under this Section, and the Indenture Trustee ~~shall~~ will be entitled to be reimbursed ~~by the Company~~ for such payments, subject to the provisions of Section ~~607~~7.07. If an appointment with respect to one or more Series, Classes or Tranches of Notes is made pursuant to this ~~Section with respect to Securities of any series~~Section, the ~~Securities~~ Notes of such ~~series~~ Series, Classes or Tranches may have endorsed thereon, in addition to the Indenture Trustee’s ~~certificate~~ Certificate of ~~authentication~~Authentication, an alternate ~~certificate~~ Certificate of ~~authentication~~ Authentication in the following form: This is one of the ~~Securities~~ Notes of the ~~series~~ Series, Classes or Tranches designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~XXXXX FARGO BANK, ~~AS TRUSTEE~~ NATIONAL ASSOCIATION, as Indenture Trustee, By: As Authenticating Agent By: Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 3 contracts

Samples: Trust Agreement (Chase Card Funding LLC), Servicing Agreement (Chase Issuance Trust), Servicing Agreement (Chase Issuance Trust)

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to the Debt Securities of one or more series, or any ~~series of Securities~~ Tranche thereof, which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Debt Securities of such ~~Series~~ series or Tranche issued upon original ~~issue and upon~~ issuance, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and Debt Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United ~~States of America~~States, any State or territory thereof or the District of ~~Columbia~~Columbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving 45 days written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the ~~Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106~~Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 308, 904 and ~~the Trustee~~ 905 shall be ~~entitled~~ applicable to ~~be reimbursed by the Company for such payments, subject to the provisions of Section 607~~each Authenticating Agent. If an appointment is with respect to the Debt Securities of one or more series, or any Tranche thereof, shall be made pursuant to this ~~Section with respect to Securities of any series~~Section, the Debt Securities of such series or Tranche may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the Debt Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE~~ Dated:___________________________ By: ___________________________ As Trustee By___________________________ As Authenticating Agent By: ___________________________ Authorized Signatory ~~ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~If all of the Debt Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Debt Securities upon original issuance located in a Place of Payment where the Company wishes to have Debt Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Debt Securities.

Appears in 3 contracts

Samples: Cp&l Energy Inc, Carolina Power & Light Co, North Carolina Natural Gas Corp

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to ~~any series of Securities~~ the Notes which shall be authorized to act on behalf of the Trustee to authenticate ~~the Securities of such Series~~ Notes issued upon original issue and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and ~~Securities of such series~~ Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of ~~Securities of such series~~ Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall give notice of such appointment ~~to all Holders of Securities of such series~~ in the manner provided in Section ~~106~~1.06 to all Holders of Notes with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such payments, subject to the provisions of Section ~~607~~6.07. If an appointment with respect to the Notes is made pursuant to this ~~Section with respect to Securities of any series~~Section, the ~~Securities of such series~~ Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the ~~Securities of the series designated herein and~~ Notes referred to in the within-mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE By:~~ As Trustee As Authenticating Agent ~~By:~~ By Authorized Signatory ~~ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~If all of the Notes may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Notes upon original issuance located in a Place of Payment where the Company wishes to have Notes authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such Notes.

Appears in 3 contracts

Samples: Indenture (Office Properties Income Trust), Supplemental Indenture (Office Properties Income Trust), Indenture (Diversified Healthcare Trust)

Appointment of Authenticating Agent. ~~The~~ At any time when any of the Junior Subordinated Notes remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of ~~Securities which~~ Junior Subordinated Notes that shall be authorized to act on behalf of the Trustee to authenticate ~~the Securities~~ Junior Subordinated Notes of such ~~Series~~ series issued ~~upon original issue and~~ upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~304, and ~~Securities of such series~~ Junior Subordinated Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of ~~Securities of such series~~ Junior Subordinated Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of ~~Securities~~ Junior Subordinated Notes, if any, of the series with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 306, 604 and ~~the Trustee~~ 605 shall be ~~entitled~~ applicable to ~~be reimbursed by the Company for such payments, subject to the provisions of Section 607~~each Authenticating Agent. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the ~~Securities~~ Junior Subordinated Notes of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the ~~Securities~~ Junior Subordinated Notes of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE By:~~ As Trustee By As Authenticating Agent ~~By:~~ By Authorized Signatory ARTICLE ~~VII~~ SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 3 contracts

Samples: Subordinated Note Indenture (Georgia Power Co), Southern Power Co, Gulf Power Co

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or ~~Agents~~ agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306~~series, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State~~ state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Register of the Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time such reasonable compensation for its services under this ~~Section, and the Trustee shall~~ Section as may be ~~entitled to be reimbursed by~~ agreed between the Company ~~for~~ and such ~~payments, subject to the provisions of Section 607~~Authenticating Agent. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: Certificate of Authentication: This is one of the Securities of the series designated herein ~~and~~ referred to in the within-mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE~~ Date: The Bank of New York Mellon as Trustee By: ~~As Authenticating Agent By~~Name: ~~Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Title:

Appears in 3 contracts

Samples: Mizuho Financial Group Inc, Senior Indenture (Mizuho Financial Group Inc), Indenture (Mizuho Financial Group Inc)

Appointment of Authenticating Agent. ~~The~~ As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the “Authenticating Agent”) appointed, for such period as the Company shall elect, by the Trustee ~~may appoint an~~ for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by ~~the Trustee hereunder~~such Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of ~~such~~ any series by the Trustee for such series or to the Trustee’s ~~certificate~~ Certificate of ~~authentication~~Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent ~~so appointed with respect to~~ for such series and a ~~certificate~~ Certificate of ~~authentication~~ Authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee ~~by an~~ may authenticate Debt Securities upon original issuance and pursuant to Section 3.06 hereof. Such Authenticating Agent ~~so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and~~ shall at all times be a corporation organized and doing business under the laws of the United States of ~~America,~~ America or of any ~~State thereof or the District of Columbia~~State, authorized under such laws to ~~act as Authenticating Agent~~exercise corporate trust powers, having a combined capital and surplus of ~~not less than~~ at least $~~50,000,000~~ 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for ~~the~~ purposes of this ~~Section~~Section 6.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this ~~Section~~Section 6.14. Any corporation into which an any Authenticating Agent may be merged or ~~converted~~ converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which ~~such~~ any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency ~~or corporate trust~~ business of an any Authenticating Agent, shall continue to be an the Authenticating ~~Agent, provided such corporation shall be otherwise eligible under this Section,~~ Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee for such series or such ~~successor corporation~~Authenticating Agent. An Any Authenticating Agent may ~~resign~~ at any ~~time~~ time, and if it shall cease to be eligible shall, resign by giving written notice ~~thereof~~ of resignation to the applicable Trustee ~~and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent~~ and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time ~~such~~ any Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 6.14 with respect to one or more or all series of Debt Securities, the Trustee ~~may~~ for such series shall upon a Company Request appoint a successor Authenticating ~~Agent with respect to any series of Securities which shall be acceptable to~~ Agent, and the Company ~~and~~ shall ~~give~~ provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section ~~106~~1.05. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, ~~powers~~ powers, duties and ~~duties~~ responsibilities 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~~herein. The Trustee for the Debt Securities of such series agrees to pay to ~~each~~ the Authenticating Agent for such series from time to time reasonable compensation for its ~~services under this Section~~services, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such ~~payments~~payment, subject to the provisions of Section ~~607~~6.07. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series. If an appointment with respect to one or more series is made pursuant to this Section ~~with respect to Securities of any series~~6.14, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the series of Debt Securities of issued under the ~~series designated herein and referred to in the within-~~within mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE~~ As Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE ~~VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~SEVEN

Appears in 3 contracts

Samples: Calgon Carbon Corporation, Calgon Carbon Corporation, MOB Corp

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents ~~with respect to any series of Securities~~ which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities ~~of such Series~~ issued upon original issue and upon exchange, registration of transfer, ~~partial conversion~~ or partial redemption or pursuant to Section ~~306~~3.5, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United ~~States of America~~States, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, ~~having~~ have a combined capital and surplus of ~~not less than $50,000,000 and~~ at least US$100,000,000, be subject to supervision or examination by U.S. Federal or State ~~authority~~authority and have a long-term unsecured debt rating with respect to U.S. dollar obligations of at least A2 or its equivalent rating by Moody’s. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section~~Section 6.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this ~~Section~~Section 6.14. 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 succeeding to 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~~Section 6.14, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 6.14, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders ~~of Securities of such series~~ as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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~~Section 6.14. The ~~Trustee agrees~~ Company and the Guarantor agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this ~~Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of~~ Section ~~607~~6.14. If an appointment is made pursuant to this Section ~~with respect to Securities of any series~~6.14, the Securities ~~of such series~~ may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: “This is one of the Securities ~~of the series designated herein and~~ referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~The Bank of New York Mellon, ~~AS TRUSTEE~~ as Trustee By: As as Authenticating Agent By: Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Officer”

Appears in 2 contracts

Samples: Indenture (Embraer - Empresa Brasileira De Aeronautica S.A.), Indenture (Embraer - Empresa Brasileira De Aeronautica S.A.)

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Securities remain Outstanding, the Trustee, with the approval of the Bank, may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued ~~upon original issue and~~ upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.6, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the ~~Company~~ Bank and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than ~~$50,000,000 and~~ U.S.$50,000,000 and, if other than the Bank itself, subject to supervision or examination by United States Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee ~~and~~ and, if other than the Bank, to the ~~Company~~Bank. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent ~~and~~ and, if other than the Bank, to the ~~Company~~Bank. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Trustee, with the approval of the Bank, may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the ~~Company~~ Bank and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all ~~Holders~~ Securityholders of ~~Securities of~~ the series with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Bank from time to ~~time~~ time) reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such payments, subject to the provisions of Section ~~607~~6.7. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee [ — Name — ], ~~AS TRUSTEE By: As~~ as Authenticating Agent By: Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 2 contracts

Samples: Indenture (Corpbanca/Fi), Indenture (Corpbanca/Fi)

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities ~~which~~ that shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original ~~issue and upon~~ issuance, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 ~~and~~ and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee ~~and~~ and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent ~~and~~ and, if other than the Company, to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Trustee, with the approval of the Company, may appoint a successor Authenticating Agent ~~with respect to any series of Securities which~~ that shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~U.S. BANK NATIONAL ASSOCIATION, ~~AS TRUSTEE By:~~ as Trustee, by As Authenticating Agent ~~By:~~ by As Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Agent Dated

Appears in 2 contracts

Samples: Taylor Morrison Home Corp, Taylor Morrison Home Corp

Appointment of Authenticating Agent. ~~The~~ As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the "Authenticating Agent") appointed, for such period as the Company shall elect, by the Trustee ~~may appoint an~~ for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by ~~the Trustee hereunder~~such Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of ~~such~~ any series by the Trustee for such series or to the Trustee~~’s certificate~~ 's Certificate of ~~authentication~~Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent ~~so appointed with respect to~~ for such series and a ~~certificate~~ Certificate of ~~authentication~~ Authentication executed on behalf of ~~the~~ such Trustee by an such Authenticating Agent. Such Authenticating Agent ~~so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and~~ shall at all times be a corporation organized and doing business under the laws of the United States of ~~America,~~ America or of any ~~State thereof or the District of Columbia~~State, authorized under such laws to ~~act as Authenticating Agent~~exercise corporate trust powers, having a combined capital and surplus of ~~not less than~~ at least $~~50,000,000~~ 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for ~~the~~ purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or ~~converted~~ converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which ~~such~~ any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency ~~or corporate trust~~ business of an any Authenticating Agent, shall continue to be an the Authenticating ~~Agent, provided such corporation shall be otherwise eligible under this Section,~~ Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee for such series or such ~~successor corporation~~Authenticating Agent. An Any Authenticating Agent may ~~resign~~ at any ~~time~~ time, and if it shall cease to be eligible shall, resign by giving written notice ~~thereof~~ of resignation to the applicable Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appears in 2 contracts

Samples: Meridian Resource CORP, Intermedia Communications Inc

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section ~~106~~105. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~, AS TRUSTEE By: As Authenticating Agent By: Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 2 contracts

Samples: Indenture (SEP Holdings III, LLC), Indenture (SEP Holdings III, LLC)

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Bonds of one or more series, or any ~~series of Securities~~ Tranche thereof, which shall be authorized to act on behalf of the Trustee to authenticate ~~the Securities~~ Bonds of such ~~Series~~ series or Tranche issued upon original ~~issue and upon~~ issuance, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and ~~Securities of such series~~ Bonds so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of ~~Securities of such series~~ Bonds by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State~~ state or territory thereof or the District of ~~Columbia~~Columbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appears in 2 contracts

Samples: Vistra Corp., Vistra Corp.

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original issue and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Issuer. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the ~~Company~~ Issuer and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $~~50,000,000~~ 150,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 he a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Company~~Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Company~~Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the ~~Company~~ Issuer and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such ~~series in the manner provided in Section 106~~Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the ~~within-~~within mentioned Indenture. ~~[TRUSTEE]~~The Bank of New York Mellon, ~~AS TRUSTEE~~ As Trustee By: As Authenticating Agent By: Authorized ~~Signatory~~ Officer If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities. ARTICLE ~~VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~SEVEN

Appears in 2 contracts

Samples: Indenture (BlackRock Funding, Inc. /DE), BlackRock Inc.

Appointment of Authenticating Agent. ~~The~~ As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the "Authenticating Agent") appointed, for such period as the Company shall elect, by the Trustee ~~may appoint an~~ for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by ~~the Trustee hereunder~~such Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of ~~such~~ any series by the Trustee for such series or to the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent ~~so appointed with respect to~~ for such series and a certificate of authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee ~~by an~~ may authenticate Debt Securities upon original issuance and pursuant to Section 3.6 hereof. Such Authenticating Agent ~~so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and~~ shall at all times be a corporation organized and doing business under the laws of the United States of ~~America,~~ America or of any ~~State thereof or the District of Columbia~~State, authorized under such laws to ~~act as Authenticating Agent~~exercise corporate trust powers, having a combined capital and surplus of ~~not less than~~ at least $~~50,000,000~~ 100,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for ~~the~~ purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or ~~converted~~ converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which ~~such~~ any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency ~~or corporate trust~~ business of an any Authenticating Agent, shall continue to be an the Authenticating ~~Agent, provided such corporation shall be otherwise eligible under this Section,~~ Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee for such series or such ~~successor corporation~~Authenticating Agent. An Any Authenticating Agent may ~~resign~~ at any ~~time~~ time, and if it shall cease to be eligible shall, resign by giving written notice ~~thereof~~ of resignation to the applicable Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appears in 2 contracts

Samples: Trustee and Company (Metro-Goldwyn-Mayer Inc), MGM Grand Inc

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original ~~issue and upon~~ issuance, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 ~~and~~ and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appears in 2 contracts

Samples: Indenture (Time Warner Telecom Inc), Aol Time Warner Inc

Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued ~~upon original issue and~~ upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of not less than $50,000,000 and subject to supervision or examination by ~~Federal~~ Federal, State or ~~State~~ District of Columbia authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ (i) mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register, and (ii) if Securities of the series are issuable as Bearer Securities, publish notice of such ~~series~~ appointment at least once in an Authorized Newspaper in the ~~manner provided in Section 106~~place where such successor Authenticating Agent has its principal office if such office is located outside the United States. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such ~~payments, subject to~~ payments in accordance with the provisions of Section 607. The provisions of Sections 308, 604 and 605 shall be applicable to each Authenticating Agent. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein ~~and~~ referred to in the within-mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE~~ CHEMICAL BANK As Trustee By: ----------------------------- As Authenticating Agent By: ----------------------------- Authorized Signatory ARTICLE ~~VII~~ SEVEN HOLDERS’ ' LISTS AND REPORTS BY ~~TRUSTEE~~ TRUSTEE, COMPANY AND ~~COMPANY~~INDUSTRIES SECTION 701. Company to Furnish Trustee Names and Addresses of Holders. In accordance with Section 312(a) of the Trust Indenture Act, the Company will furnish or cause to be furnished to the Trustee:

Appears in 2 contracts

Samples: Indenture (Nipsco Industries Inc), Indenture (Nipsco Industries Inc)

Appointment of Authenticating Agent. The Trustee with the consent of the Issuer and the Guarantors, may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities of the Issuer which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued ~~upon original issue and~~ upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption ~~or pursuant to Section 306,~~ thereof and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, except upon original issue or pursuant to Section 306, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the ~~Company~~ Issuer and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~$50,000,000~~ U.S.$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be ~~its~~ the combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this ~~Section~~Section 614. 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 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 such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the ~~Trustee~~ Trustee, to the Issuer and to the ~~Company~~Guarantors. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating ~~Agent~~ Agent, to the Issuer and to each of the ~~Company~~Guarantors. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 614, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the ~~Company~~ Issuer and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such ~~series in the manner provided in Section 106~~Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor ~~hereunder,~~ 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~~Section 614. The ~~Trustee~~ Issuer agrees to pay to ~~each~~ such Authenticating Agent from time to time reasonable compensation for its services under this ~~Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of~~ Section ~~607~~614. If an appointment with respect to one or more series is made pursuant to this Section ~~with respect to Securities of any series~~614, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Securities ~~of the series designated herein and~~ referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~WILMINGTON TRUST, ~~AS TRUSTEE~~ NATIONAL ASSOCIATION, as Trustee By: As as Authenticating Agent By: Authorized Signatory ~~ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect of such series of Securities.

Appears in 2 contracts

Samples: Indenture (WPP PLC), Indenture (WPP Finance 2010)

Appointment of Authenticating Agent. ~~The~~ As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the “Authenticating Agent”) appointed, for such period as the Company shall elect, by the Trustee ~~may appoint an~~ for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by ~~the Trustee hereunder~~such Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of ~~such~~ any series by the Trustee for such series or to the Trustee’s ~~certificate~~ Certificate of ~~authentication~~Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent ~~so appointed with respect to~~ for such series and a ~~certificate~~ Certificate of ~~authentication~~ Authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee ~~by an~~ may authenticate Debt Securities upon original issuance and pursuant to Section 3.6 hereof. Such Authenticating Agent ~~so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and~~ shall at all times be a ~~corporation~~ Corporation organized and doing business under the laws of the United States of ~~America,~~ America or of any ~~State thereof or the District of Columbia~~State, authorized under such laws to ~~act as Authenticating Agent~~exercise corporate trust powers, having a combined capital and surplus of ~~not less than~~ at least $~~50,000,000~~ 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for ~~the~~ purposes of this ~~Section,~~ Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Corporation into which an any Authenticating Agent may be merged or ~~converted~~ converted, or with which it may be consolidated, or any ~~corporation~~ Corporation resulting from any merger, conversion or consolidation to which ~~such~~ any Authenticating Agent shall be a party, or any ~~corporation~~ Corporation succeeding to all or substantially all the corporate agency ~~or corporate trust~~ business of an any Authenticating Agent, shall continue to be an the Authenticating ~~Agent, provided such corporation shall be otherwise eligible under this Section,~~ Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee for such series or such ~~successor corporation. An~~ Authenticating ~~Agent may resign at any time by giving written notice thereof to the Trustee and to the Company~~Agent. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company in the manner set forth in Section 1.4. Any Authenticating Agent may at any time, and if it shall cease to be eligible shall, resign by giving written notice of resignation to the applicable Trustee and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time ~~such~~ any Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 6.14 with respect to one or more or all series of Debt Securities, the Trustee ~~may~~ for such series shall upon Company Request appoint a successor Authenticating ~~Agent with respect to any series of Securities which shall be acceptable to~~ Agent, and the Company ~~and~~ shall ~~give~~ provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section ~~106~~1.5. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, ~~powers~~ powers, duties and ~~duties~~ responsibilities 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~~herein. The ~~Trustee~~ Company agrees to pay to ~~each~~ the Authenticating Agent for each series from time to time reasonable compensation for its ~~services under this Section, and~~ services. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee ~~shall be entitled to be reimbursed by the Company~~ for such ~~payments, subject to the provisions of Section 607~~series. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the series of Debt Securities ~~of the series designated herein and referred to in~~ issued under the within-mentioned Indenture. ~~[TRUSTEE]~~The Bank of New York Mellon Trust Company, ~~AS TRUSTEE~~ N.A., As Trustee By: As Authenticating Agent By: Dated: Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 2 contracts

Samples: Indenture (Reinsurance Group of America Inc), Reinsurance Group of America Inc

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series or classes of ~~Securities which~~ Notes that shall be authorized to act on behalf of the Indenture Trustee to authenticate ~~the Securities~~ Notes of such ~~Series~~ series or classes issued ~~upon original issue and~~ upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and ~~Securities of such series~~ Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of ~~Securities of such series~~ Notes by the Indenture Trustee or the Indenture Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Indenture Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the ~~Company~~ Issuer and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 ~~and~~ and, if other than the Issuer itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. The initial Authenticating Agent for the Notes of all series and classes shall be Xxxxx Fargo Bank, National Association. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Indenture Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the ~~Company~~Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Company~~Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the ~~Company~~ Issuer and shall give notice ~~of such appointment~~ to ~~all Holders of Securities of such series in the manner~~ each Noteholder as provided in Section ~~106~~1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer from time to ~~time~~ time) reasonable compensation for its services under this Section, and the Indenture Trustee shall be entitled to be reimbursed ~~by the Company~~ for such payments, subject to the provisions of Section ~~607~~8.07. If an appointment with respect to one or more series or classes is made pursuant to this ~~Section with respect to Securities of any series~~Section, the ~~Securities~~ Notes of such series or classes may have endorsed thereon, in addition to the Indenture Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the ~~Securities~~ Notes of the series or classes designated ~~herein and~~ therein referred to in the ~~within-~~within- mentioned Indenture. ~~[TRUSTEE]~~XXXXX FARGO BANK, ~~AS TRUSTEE~~ NATIONAL ASSOCIATION, as Indenture Trustee By: As Authenticating Agent By: Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Mellon Bank Premium Finance Loan Master Trust), Master Note Trust (Mellon Premium Finance Loan Owner Trust)

Appointment of Authenticating Agent. ~~The~~ As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the “Authenticating Agent”) appointed, for such period as the Company shall elect, by the Trustee ~~may appoint an~~ for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by ~~the Trustee hereunder~~such Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of ~~such~~ any series by the Trustee for such series or to the Trustee’s ~~certificate~~ Certificate of ~~authentication~~Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent ~~so appointed with respect to~~ for such series and a ~~certificate~~ Certificate of ~~authentication~~ Authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee ~~by an~~ may authenticate Debt Securities upon original issuance and pursuant to Section 3.06 hereof. Such Authenticating Agent ~~so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and~~ shall at all times be a corporation organized and doing business under the laws of the United States of ~~America,~~ America or of any ~~State thereof or the District of Columbia~~State, authorized under such laws to ~~act as Authenticating Agent~~exercise corporate trust powers, having a combined capital and surplus of ~~not less than~~ at least $~~50,000,000~~ 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for ~~the~~ purposes of this ~~Section~~Section 6.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this ~~Section~~Section 6.14. Any corporation into which an any Authenticating Agent may be merged or ~~converted~~ converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which ~~such~~ any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency ~~or corporate trust~~ business of an any Authenticating Agent, shall continue to be an the Authenticating ~~Agent, provided such corporation shall be otherwise eligible under this Section,~~ Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee for such series or such ~~successor corporation~~Authenticating Agent. An Any Authenticating Agent may ~~resign~~ at any ~~time~~ time, and if it shall cease to be eligible shall, resign by giving written notice ~~thereof~~ of resignation to the applicable Trustee ~~and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent~~ and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time ~~such~~ any Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 6.14 with respect to one or more or all series of Debt Securities, the Trustee ~~may~~ for such series shall upon a Company Request appoint a successor Authenticating ~~Agent with respect to any series of Securities which shall be acceptable to~~ Agent, and the Company ~~and~~ shall ~~give~~ provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section ~~106~~1.05. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, ~~powers~~ powers, duties and ~~duties~~ responsibilities 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~~herein. The Trustee for the Debt Securities of such series agrees to pay to ~~each~~ the Authenticating Agent for such series from time to time reasonable compensation for its ~~services under this Section~~services, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such ~~payments~~payment, subject to the provisions of Section ~~607~~6.07. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series. If an appointment with respect to one or more series is made pursuant to this Section ~~with respect to Securities of any series~~6.14, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the series of Debt Securities of issued under the ~~series designated herein and referred to in the within-~~within mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE~~ As Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE ~~VII~~ SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 2 contracts

Samples: MOB Corp, Scotts Miracle-Gro Co

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original issue and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating Agent is a member of a bank holding company system, its bank holding company has) a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 1.06 to all Holders of Securities of the series with respect to which such ~~series in the manner provided in Section 106~~Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such payments, subject to the provisions of Section ~~607~~6.07. If an appointment with respect to one or more series is made pursuant to this Section ~~with respect to Securities of any series~~6.14, the Securities of such series may have endorsed thereon, in ~~addition to~~ lieu of the Trustee’s certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~, ~~AS TRUSTEE~~ As Trustee By: As Authenticating Agent By: Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Officer

Appears in 2 contracts

Samples: Indenture (SVB Financial Group), SVB Financial Group

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents (by giving notice of the appointment in the manner provided in Section 106 to the Company and to all Holders of Notes) with respect to ~~any series of Securities~~ the Notes, which Authenticating Agent(s) shall be authorized to act on behalf of the Trustee to authenticate ~~the Securities of such Series~~ Notes issued upon original issue and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and ~~Securities of such series~~ Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of ~~Securities of such series~~ Notes by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall give notice of such appointment ~~to all Holders of Securities of such series~~ in the manner provided in Section ~~106~~106 to all Holders of Notes. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. 36 The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment is made pursuant to this ~~Section with respect to Securities of any series~~Section, the ~~Securities of such series~~ Notes may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the ~~Securities of the series designated herein and~~ ________% Senior Subordinated Notes Due 2002 referred to in the within-mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE By:~~ ---------------------------------------- As Trustee By -------------------------------------- As Authenticating Agent ~~By:~~ By -------------------------------------- Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Officer

Appears in 2 contracts

Samples: Pledge Agreement (Mobile Mini Inc), Mobile Mini Inc

Appointment of Authenticating Agent. ~~The~~ As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the "Authenticating Agent") appointed, for such period as the Company shall elect, by the Trustee ~~may appoint an~~ for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by ~~the Trustee hereunder~~such Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of ~~such~~ any series by the Trustee for such series or to the Trustee~~’s certificate~~ 's Certificate of ~~authentication~~Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent ~~so appointed with respect to~~ for such series and a ~~certificate~~ Certificate of ~~authentication~~ Authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee ~~by an~~ may authenticate Debt Securities upon original issuance and pursuant to Section 3.6 hereof. Such Authenticating Agent ~~so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and~~ shall at all times be a ~~corporation~~ Corporation organized and doing business under the laws of the United States of ~~America,~~ America or of any ~~State thereof or the District of Columbia~~State, authorized under such laws to ~~act as Authenticating Agent~~exercise corporate trust powers, having a combined capital and surplus of ~~not less than~~ at least $~~50,000,000~~ 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for ~~the~~ purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Corporation into which an any Authenticating Agent may be merged or ~~converted~~ converted, or with which it may be consolidated, or any ~~corporation~~ Corporation resulting from any merger, conversion or consolidation to which ~~such~~ any Authenticating Agent shall be a party, or any ~~corporation~~ Corporation succeeding to the corporate agency ~~or corporate trust~~ business of an any Authenticating Agent, shall continue to be an the Authenticating ~~Agent, provided such corporation shall be otherwise eligible under this Section,~~ Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee for such series or such ~~successor corporation~~Authenticating Agent. An Any Authenticating Agent may ~~resign~~ at any ~~time~~ time, and if it shall cease to be eligible shall, resign by giving written notice ~~thereof~~ of resignation to the applicable Trustee ~~and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent~~ and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time ~~such~~ any Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 6.14 with respect to one or more or all series of Debt Securities, the Trustee ~~may~~ for such series shall upon Company Request appoint a successor Authenticating ~~Agent with respect to any series of Securities which shall be acceptable to~~ Agent, and the Company ~~and~~ shall ~~give~~ provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section ~~106~~1.5. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, ~~powers~~ powers, duties and ~~duties~~ responsibilities 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~~herein. The Trustee for the Debt Securities of such series agrees to pay to ~~each~~ the Authenticating Agent for such series from time to time reasonable compensation for its ~~services under this Section~~services, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such ~~payments~~payment, subject to the provisions of Section ~~607~~6.7. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the series of Debt Securities of issued under the ~~series designated herein and referred to in the within-~~within mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE~~ As Trustee By: ----------------------------- As Authenticating Agent By: ----------------------------- Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 2 contracts

Samples: Reinsurance Group of America Inc, Rga Capital Trust Ii

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original issue and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.6, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating Agent is a member of a bank holding company system, its bank holding company has) a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such 44 Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, by sale or otherwise, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series, with respect to which such ~~series in the manner provided in Section 106~~Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this Section ~~with respect to Securities of any series~~6.12, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~XXXXX FARGO BANK, ~~AS TRUSTEE~~ NATIONAL ASSOCIATION, As Trustee By: As Authenticating Agent By: Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 2 contracts

Samples: Symantec Corp, Symantec Corp

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original ~~issue and upon~~ issuance, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 ~~and~~ and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee ~~and~~ and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent ~~and~~ and, if other than the Company, to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Trustee, with the approval of the Company, may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. [~~TRUSTEE], AS TRUSTEE By:~~ Name of Authenticating Agent] by As Authenticating Agent ~~By:~~ by As Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Agent Dated

Appears in 2 contracts

Samples: Wendy (Wendy's/Arby's Group, Inc.), Wendy (Wendy's/Arby's Group, Inc.)

Appointment of Authenticating Agent. ~~The~~ As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the “Authenticating Agent”) appointed, for such period as the Company shall elect, by the Trustee ~~may appoint an~~ for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by ~~the Trustee hereunder~~such Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of ~~such~~ any series by the Trustee for such series or to the Trustee’s ~~certificate~~ Certificate of ~~authentication~~Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent ~~so appointed with respect to~~ for such series and a ~~certificate~~ Certificate of ~~authentication~~ Authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee ~~by an~~ may authenticate Debt Securities upon original issuance and pursuant to Section 3.6 hereof. Such Authenticating Agent ~~so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and~~ shall at all times be a corporation organized and doing business under the laws of the United States of ~~America,~~ America or of any ~~State thereof or the District of Columbia~~State, authorized under such laws to ~~act as Authenticating Agent~~exercise corporate trust powers, having a combined capital and surplus of ~~not less than~~ at least $~~50,000,000~~ 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for ~~the~~ purposes of this ~~Section,~~ Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or ~~converted~~ converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which ~~such~~ any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency ~~or corporate trust~~ business of an any Authenticating Agent, shall continue to be an the Authenticating ~~Agent, provided such corporation shall be otherwise eligible under this Section,~~ Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee for such series or such ~~successor corporation. An~~ Authenticating ~~Agent may resign at any time by giving written notice thereof to the Trustee and to the Company~~Agent. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company in the manner set forth in Section 1.4. Any Authenticating Agent may at any time, and if it shall cease to be eligible shall, resign by giving written notice of resignation to the applicable Trustee and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time ~~such~~ any Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 6.14 with respect to one or more or all series of Debt Securities, the Trustee ~~may~~ for such series shall upon Company Request appoint a successor Authenticating ~~Agent with respect to any series of Securities which shall be acceptable to~~ Agent, and the Company ~~and~~ shall ~~give~~ provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section ~~106~~1.5. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, ~~powers~~ powers, duties and ~~duties~~ responsibilities 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~~herein. The ~~Trustee~~ Company agrees to pay to ~~each~~ the Authenticating Agent for each series from time to time reasonable compensation for its ~~services under this Section, and~~ services. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee ~~shall be entitled to be reimbursed by the Company~~ for such ~~payments, subject to the provisions of Section 607~~series. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Debt Securities of the series designated ~~herein~~ therein and referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~Deutsche Bank Trust Company Americas, ~~AS TRUSTEE By:~~ As Trustee As Authenticating Agent By: Dated: Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 2 contracts

Samples: Sigma Aldrich Corp, Sigma Aldrich Corp

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities of one or more series, or any ~~series of Securities~~ Tranche thereof, which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series or Tranche issued upon original ~~issue and upon~~ issuance, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United ~~States of America~~States, any State or territory thereof or the District of ~~Columbia~~Columbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the ~~Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106~~Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 308, 904 and ~~the Trustee~~ 905 shall be ~~entitled~~ ap plicable to ~~be reimbursed by the Company for such payments, subject to the provisions of Section 607~~each Authenticating Agent. If an appointment is with respect to the Securities of one or more series, or any Tranche thereof, shall be made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series or Tranche may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE~~ ________________________ As Trustee By: ______________________ As Authenticating Agent By: ______________________ Authorized ~~Signatory~~ Officer If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities. ARTICLE ~~VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~TEN Holders' Lists and Reports by Trustee and Company SECTION 1001. Lists of Holders. Semiannually, not later than March 15 and September 15 in each year, commencing September 15, 1996, and at such other times as the Trustee may request in writing, the Company shall furnish or cause to be furnished to the Trustee information as to the names and addresses of the Holders, and the Trustee shall preserve such information and similar information received by it in any other capacity and afford to the Holders access to information so preserved by it, all to such extent, if any, and in such manner as shall be required by the Trust Indenture Act; provided, however, that no such list need be furnished so long as the Trustee shall be the Security Registrar.

Appears in 2 contracts

Samples: Indenture (Louisiana Power & Light Co /La/), Indenture (Arkansas Power & Light Co)

Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of ~~Securities~~ Securities, or any Tranche thereof, which shall be authorized to act on behalf of of, and subject to the direction of, the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series or Tranche issued ~~upon original issue and~~ upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by ~~Federal~~ federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series, or Tranche thereof, with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series or any Tranche thereof, is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series or Tranche may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication in the following form: -47- FORM OF AUTHENTICATING AGENT'S CERTIFICATE OF AUTHENTICATION Dated:_________________ This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE],~~ ---------------------------------------- AS TRUSTEE ~~By: As~~ By -------------------------------------- AS AUTHENTICATING AGENT ---------------------------------------- AUTHORIZED SIGNATORY If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent ~~By: Authorized Signatory~~ having an office in a Place of Payment designated by the Company with respect to such series of Securities. ARTICLE ~~VII~~ SEVEN HOLDERS’ ' LISTS AND REPORTS BY TRUSTEE AND ~~COMPANY~~COMPANY SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. The Company will furnish or cause to be furnished to the Trustee:

Appears in 2 contracts

Samples: Public Service Co of Colorado, Public Service Co of Colorado

Appointment of Authenticating Agent. ~~The~~ As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the “Authenticating Agent”) appointed, for such period as the Company shall elect, by the Trustee ~~may appoint an~~ for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by ~~the Trustee hereunder~~such Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of ~~such~~ any series by the Trustee for such series or to the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent ~~so appointed with respect to~~ for such series and a certificate of authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee ~~by an~~ may authenticate Debt Securities upon original issuance and pursuant to Section 3.6 hereof. Such Authenticating Agent ~~so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and~~ shall at all times be a corporation organized and doing business under the laws of the United States of ~~America,~~ America or of any ~~State thereof or the District of Columbia~~state, authorized under such laws to ~~act as Authenticating Agent~~exercise corporate trust powers, having a combined capital and surplus of ~~not less than~~ at least $~~50,000,000~~ 100,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for ~~the~~ purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or ~~converted~~ converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which ~~such~~ any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency ~~or corporate trust~~ business of an any Authenticating Agent, shall continue to be an the Authenticating ~~Agent, provided such corporation shall be otherwise eligible under this Section,~~ Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee for such series or such ~~successor corporation~~Authenticating Agent. An Any Authenticating Agent may ~~resign~~ at any ~~time~~ time, and if it shall cease to be eligible shall, resign by giving written notice ~~thereof~~ of resignation to the applicable Trustee ~~and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent~~ and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time ~~such~~ any Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 6.14 with respect to one or more or all series of Debt Securities, the Trustee ~~may~~ for such series shall, upon Company Request, appoint a successor Authenticating ~~Agent with respect to any series of Securities which shall be acceptable to~~ Agent, and the Company ~~and~~ shall ~~give~~ provide notice of such appointment to all ~~Holders~~ holders of Debt Securities of such series in the manner and to the extent provided in Section ~~106~~18.2. Any successor Authenticating ~~Agent~~ Agent, upon acceptance of its appointment ~~hereunder~~ hereunder, shall become vested with all rights, ~~powers~~ powers, duties and ~~duties~~ responsibilities 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~~herein. The Trustee for the Debt Securities of such series agrees to pay to ~~each~~ the Authenticating Agent for such series from time to time reasonable compensation for its ~~services under this Section~~services, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such ~~payments~~payment, subject to the provisions of Section ~~607~~6.7. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series, except arising out of its negligence or willful misconduct. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the series of Debt Securities of issued under the ~~series designated herein and referred to in the within-~~within mentioned Indenture. [NAME OF TRUSTEE~~], AS TRUSTEE~~ ] As Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 2 contracts

Samples: Indenture (Pinnacle Entertainment Inc), Indenture (Pinnacle Entertainment Inc)

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original ~~issue and upon~~ issuance, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 ~~and~~ and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee ~~and~~ and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent ~~and~~ and, if other than the Company, to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Trustee, with the approval of the Company, may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first−class mail, postage prepaid, to all Holders of Securities of the series with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: 39 This is one of the Securities of the series designated ~~herein and~~ therein referred to in the ~~within-mentioned~~ within−mentioned Indenture. [~~TRUSTEE], AS TRUSTEE By:~~ Name of Authenticating Agent] __ _________________________ by As Authenticating Agent ~~By:~~ __ _________________________ by As Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Agent __ _________________________ Dated _____________________

Appears in 2 contracts

Samples: Indenture (Armour Residential REIT, Inc.), Armour Residential (Armour Residential REIT, Inc.)

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the ~~Company~~ Issuers and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the ~~Company~~Issuers, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Company~~Issuers. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Company~~Issuers. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the ~~Company~~ Issuers and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section ~~106~~105. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the ~~Company~~ Issuers for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE ~~VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~VII

Appears in 2 contracts

Samples: Indenture (Rise Energy Operating, LLC), Indenture (Rise Energy Operating, LLC)

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original ~~issue and upon~~ issuance, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 ~~and~~ and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee ~~and~~ and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent ~~and~~ and, if other than the Company, to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Trustee, with the approval of the Company, may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. [~~TRUSTEE], AS TRUSTEE By:~~ Name of Authenticating Agent] by As Authenticating Agent ~~By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~by As Authenticating Agent Dated

Appears in 2 contracts

Samples: Invesco Mortgage Capital Inc., Invesco Mortgage Capital Inc.

Appointment of Authenticating Agent. The Trustee (upon notice to the Partnership) may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original issue (in accordance with procedures acceptable to the Trustee) and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the ~~Company~~ Partnership and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such 50 Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to all or substantially all of the corporate agency or corporate trust business of an such Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee or such ~~successor corporation~~Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Company~~Partnership. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Company~~Partnership. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the ~~Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106~~Partnership. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. ~~The~~ Except with respect to an Authenticating Agent appointed at the request of the Partnership, the Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. [~~TRUSTEE], AS TRUSTEE~~ Name of Trustee] As Trustee By: :________________________ As Authenticating Agent By: :________________________ Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 2 contracts

Samples: Indenture (Buckeye Partners L P), Buckeye Partners L P

Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of ~~Securities~~ Securities, or any Tranche thereof, which shall be authorized to act on behalf of of, and subject to the direction of, the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series or Tranche issued ~~upon original issue and~~ upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by ~~Federal~~ federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series, or Tranche thereof, with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series or any Tranche thereof, is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series or Tranche may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication in the following form: Form of Authenticating Agent's CERTIFICATE OF AUTHENTICATION Dated:_________________ This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE],~~ _______________________________ AS TRUSTEE By~~: As~~ _____________________________ AS AUTHENTICATING AGENT _______________________________ AUTHORIZED SIGNATORY If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent ~~By: Authorized Signatory~~ having an office in a Place of Payment designated by the Company with respect to such series of Securities. ARTICLE ~~VII~~ SEVEN HOLDERS’ ' LISTS AND REPORTS BY TRUSTEE AND ~~COMPANY~~COMPANY SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. The Company will furnish or cause to be furnished to the Trustee:

Appears in 2 contracts

Samples: Public Service Co of Colorado, Public Service Co of Colorado

Appointment of Authenticating Agent. ~~The~~ As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the "Authenticating Agent") appointed, for such period as the Company shall elect, by the Trustee ~~may appoint an~~ for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by ~~the Trustee hereunder~~such Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of ~~such~~ any series by the Trustee for such series or to the Trustee~~’s certificate~~ 's Certificate of ~~authentication~~Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent ~~so appointed with respect to~~ for such series and a ~~certificate~~ Certificate of ~~authentication~~ Authentication executed on behalf of such Trustee by such Authenticating Agent except that only the Trustee ~~by an~~ may authenticate Debt Securities upon original issuance and pursuant to SECTION 3.06 hereof. Such Authenticating Agent ~~so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and~~ shall at all times be a corporation organized and doing business under the laws of the United States of ~~America,~~ America or of any ~~State thereof or the District of Columbia~~State, authorized under such laws to ~~act as Authenticating Agent~~exercise corporate trust powers, having a combined capital and surplus of ~~not less than~~ at least $~~50,000,000~~ 25,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for ~~the~~ purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or ~~converted~~ converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which ~~such~~ any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency ~~or corporate trust~~ business of an any Authenticating Agent, shall continue to be an the Authenticating ~~Agent, provided such corporation shall be otherwise eligible under this Section,~~ Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee for such series or such ~~successor corporation~~Authenticating Agent. An Any Authenticating Agent may ~~resign~~ at any ~~time~~ time, and if it shall cease to be eligible, shall resign by giving written notice ~~thereof~~ of resignation to the applicable Trustee ~~and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent~~ and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time ~~such~~ any Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~SECTION 6.11 with respect to one or more of all series of Debt Securities, the Trustee ~~may~~ for such series shall upon Company Request appoint a successor Authenticating ~~Agent with respect to any series of Securities which shall be acceptable to~~ Agent, and the Company ~~and~~ shall ~~give~~ provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in ~~Section 106~~SECTION 1.05. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, ~~powers~~ powers, duties and ~~duties~~ responsibilities 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~~herein. The Trustee for the Debt Securities of such series agrees to pay to ~~each~~ the Authenticating Agent for such series from time to time reasonable compensation for its ~~services under this Section~~services, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such ~~payments~~payment, subject to the provisions of ~~Section 607~~SECTION 6.07. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the series of Debt Securities of issued under the ~~series designated herein and referred to in the within-~~within mentioned Indenture. ~~[TRUSTEE]~~THE FIRST NATIONAL BANK OF CHICAGO, ~~AS TRUSTEE By:~~ as Trustee By -------------------------------------- As Authenticating Agent ~~By:~~ By -------------------------------------- Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 2 contracts

Samples: Hca Inc/Tn, Hca Inc/Tn

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original issue and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating Agent is a member of a bank holding company system, its bank holding company has) a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such ~~series in the manner provided in Section 106~~Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section ~~with respect to Securities of any series~~612, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~NORWEST BANK MINNESOTA, ~~AS TRUSTEE~~ NATIONAL ASSOCIATION, As Trustee By: ______________________________, As Authenticating Agent By: ______________________________ Authorized ~~Signatory~~ Officer ARTICLE ~~VII~~ SEVEN HOLDERS’ ' LISTS AND REPORTS BY TRUSTEE AND ~~COMPANY~~COMPANY SECTION 701. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee

Appears in 2 contracts

Samples: Read Rite Corp /De/, Read Rite Corp /De/

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Securities remain outstanding, the Company may appoint an Authenticating Agent or Agents (which may one or both of the Trustees), with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the ~~Trustee~~ Trustees to authenticate ~~the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and~~ Securities of such series and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.06. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Authenticating Agent hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. In the case of the Canadian Trustee, the instrument appointing an Authenticating Agent shall be signed on behalf of the Trustee ~~hereunder~~by the board of directors or any two of Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, Executive Vice Presidents, Senior Vice Presidents, Regional Vice Presidents or Vice Presidents, in accordance with their by-laws. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the ~~Trustee~~ Trustees or ~~the~~ either Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the ~~Trustee~~ Trustees by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the ~~Trustee~~ Trustees by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authorityCompany. If such ~~Authenticating Agent~~ corporation publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such ~~Authenticating Agent~~ corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, ~~such Authenticating Agent~~ it shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustees or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the ~~Trustee~~ Trustees and to the Company. The ~~Trustee~~ Trustees may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Trustees may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such ~~series~~ Authenticating Agent will serve, in the manner provided for in Section ~~106~~1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee agrees~~ Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the ~~Trustee~~ Trustees shall be entitled to be reimbursed ~~by the Company~~ for such payments, subject to the provisions of Section ~~607~~6.07. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to ~~the~~ or in lieu of either Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: ~~This~~ (Certificate of Authentication may be executed by either Trustee) ____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~Dated: ___________________________ , ~~AS TRUSTEE~~ as U.S. Trustee By: As Authenticating Agent By: Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Officer ____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ___________________________ , as Canadian Trustee By: As Authenticating Agent By: Authorized Officer

Appears in 2 contracts

Samples: Electrovaya Inc., Colliers International Group Inc.

Appointment of Authenticating Agent. ~~The~~ At any time when any of the Debentures remain outstanding the Trustee may appoint an Authenticating Agent or Agents ~~with respect to any series of Securities~~ which shall be authorized to act on behalf of the Trustee to authenticate ~~the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306~~Debentures, and ~~Securities of such series~~ Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of ~~Securities of such series~~ Debentures by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $~~50,000,000~~ 5,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section~~Section 714, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 714, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this ~~Section~~Section 714. The Trustee hereby appoints the Bank as its initial Authenticating Agent hereunder. The Authenticating Agent may also serve as Equity Contract Agent. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this ~~Section~~Section 714, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time ~~terminate~~ cancel the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a ~~termination~~cancellation, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 714, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders ~~of Securities of such series~~ as their names and addresses appear in the ~~manner provided in Section 106~~Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this ~~Section~~Section 714. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such payments, subject to the provisions of Section ~~607~~707. If an appointment is made pursuant to this Section ~~with respect to Securities of any series~~714, the ~~Securities of such series~~ Debentures may have endorsed thereon, in ~~addition to~~ lieu of the Trustee’s 's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the ~~Securities of the series designated herein and referred to~~ Debentures described in the within-mentioned Indenture. ~~[TRUSTEE]~~THE HUNTINGTON NATIONAL BANK, ~~AS TRUSTEE~~ as Trustee By: As FIRST BANK, as Authenticating Agent By: --------------------------------- Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Officer

Appears in 2 contracts

Samples: Indenture (First Shares Bancorp Inc), Indenture (First Shares Bancorp Inc)

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Notes remain Outstanding, the Indenture Trustee, with the approval of the Issuer, may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series or classes of ~~Securities~~ Notes which ~~shall~~ will be authorized to act on behalf of the Indenture Trustee to authenticate ~~the Securities~~ Notes of such ~~Series~~ series or classes issued ~~upon original issue and~~ upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and ~~Securities of such series~~ Notes so authenticated ~~shall~~ will be entitled to the benefits of this Indenture and ~~shall~~ will be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of ~~Securities of such series~~ Notes by the Indenture Trustee or the Indenture Trustee’s 's certificate of authentication, such reference ~~shall~~ will be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Indenture Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent ~~shall~~ will be acceptable to the ~~Company~~ Issuer and ~~shall~~ will at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 ~~and~~ and, if other than the Issuer itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent ~~shall~~ will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent ~~shall~~ will cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent ~~shall~~ will resign immediately in the manner and with the effect specified in this Section. The initial Authenticating Agent for the Notes of all series and classes will be the Indenture Trustee. 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~~ will be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, ~~shall~~ will continue to be an Authenticating Agent, provided such corporation ~~shall~~ will be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Indenture Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the ~~Company~~Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Company~~Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent ~~shall~~ will cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which ~~shall~~ will be acceptable to the ~~Company~~ Issuer and ~~shall~~ will give notice ~~of such appointment~~ to ~~all Holders of Securities of such series in the manner~~ each Noteholder as provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder ~~shall~~ will become vested with all 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~~ will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer from time to ~~time~~ time) reasonable compensation for its services under this Section, and the Indenture Trustee ~~shall~~ will be entitled to be reimbursed ~~by the Company~~ for such payments, subject to the provisions of Section ~~607~~807. If an appointment with respect to one or more series or classes is made pursuant to this ~~Section with respect to Securities of any series~~Section, the ~~Securities~~ Notes of such series or classes may have endorsed thereon, in addition to the Indenture Trustee’s 's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the ~~Securities~~ Notes of the series or classes designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~The Bank of New York, ~~AS TRUSTEE~~ as Indenture Trustee By: _________________________ As Authenticating Agent By: _________________________ Authorized Signatory ~~ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~SECTION 815. Tax Returns. In the event the Issuer shall be required to file tax returns, the Servicer shall prepare or shall cause to be prepared such tax returns and shall provide such tax returns to the Owner Trustee or the Beneficiary for signature at least five (5) days before such tax returns are due to be filed. The Issuer, in accordance with the terms of each Indenture Supplement, shall also prepare or shall cause to be prepared all tax information required by law to be distributed to Noteholders and shall deliver such information to the Indenture Trustee at least five (5) days prior to the date it is required by law to be distributed to Noteholders. The Indenture Trustee, upon written request, will furnish the Servicer with all such information known and available to the Indenture Trustee as may be reasonably requested and required in connection with the preparation of all tax returns of the Issuer. In no event shall the Indenture Trustee or the Owner Trustee be personally liable for any liabilities, costs or expenses of the Issuer or any Noteholder arising under any tax law, including federal, state or local income or excise taxes or any other tax imposed on or measured by income (or any interest or penalty with respect thereto arising from a failure to comply therewith).

Appears in 2 contracts

Samples: Indenture (Daimlerchrysler Master Owner Trust), Indenture (Daimlerchrysler Master Owner Trust)

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original issue and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.6, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State~~ state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating Agent is a member of a bank holding company system, its bank holding company has) a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appears in 2 contracts

Samples: NPS Pharmaceuticals Inc, NPS Pharmaceuticals Inc

Appointment of Authenticating Agent. ~~The~~ As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the “Authenticating Agent”) appointed, for such period as the Company shall elect, by the Trustee ~~may appoint an~~ for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by ~~the Trustee hereunder~~such Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of ~~such~~ any series by the Trustee for such series or to the Trustee’s ~~certificate~~ Certificate of ~~authentication~~Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent ~~so appointed with respect to~~ for such series and a ~~certificate~~ Certificate of ~~authentication~~ Authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee ~~by an~~ may authenticate Debt Securities upon original issuance and pursuant to Section 3.06 hereof. Such Authenticating Agent ~~so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and~~ shall at all times be a corporation organized and doing business under the laws of the United States of ~~America,~~ America or of any ~~State thereof or the District of Columbia~~State, authorized under such laws to ~~act as Authenticating Agent~~exercise corporate trust powers, having a combined capital and surplus of ~~not less than~~ at least $~~50,000,000~~ 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for ~~the~~ purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or ~~converted~~ converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which ~~such~~ any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency ~~or corporate trust~~ business of an any Authenticating Agent, shall continue to be an the Authenticating ~~Agent, provided such corporation shall be otherwise eligible under this Section,~~ Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee for such series or such ~~successor corporation~~Authenticating Agent. An Any Authenticating Agent may ~~resign~~ at any ~~time~~ time, and if it shall cease to be eligible shall, resign by giving written notice ~~thereof~~ of resignation to the applicable Trustee ~~and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent~~ and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time ~~such~~ any Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 6.14 with respect to one or more or all series of Debt Securities, the Trustee ~~may~~ for such series shall upon a Company Request appoint a successor Authenticating ~~Agent with respect to any series of Securities which shall be acceptable to~~ Agent, and the Company ~~and~~ shall ~~give~~ provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section ~~106~~1.05. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, ~~powers~~ powers, duties and ~~duties~~ responsibilities 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~~herein. The Trustee for the Debt Securities of such series agrees to pay to ~~each~~ the Authenticating Agent for such series from time to time reasonable compensation for its ~~services under this Section~~services, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such ~~payments~~payment, subject to the provisions of Section ~~607~~6.07. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the series of Debt Securities of issued under the ~~series designated herein and referred to in the within-~~within mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE~~ As Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE ~~VII~~ SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 2 contracts

Samples: Genesee & Wyoming Inc, Bedford Property Investors Inc/Md

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original issue and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption ~~or pursuant to Section 306~~thereof, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any ~~State thereof~~ State, Territory or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section,~~ Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to all or substantially all of the ~~corporate agency or~~ corporate trust business of an Authenticating ~~Agent,~~ Agent shall ~~continue to~~ be an the successor Authenticating ~~Agent~~Agent hereunder, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such ~~series in the manner provided in Section 106~~Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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~~ provision of this Section. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Securities ~~of the series designated herein and~~ referred to in the ~~within-~~within mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE~~ _________________________ _________________________ As Trustee By: ____________________ As Authenticating Agent By: ____________________ Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Officer

Appears in 2 contracts

Samples: Nevada Power Co, Nevada Power Co

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original issue and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption ~~or pursuant to Section 306~~thereof, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any ~~State thereof~~ state, territory or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section,~~ Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to all or substantially all of the ~~corporate agency or~~ corporate trust business of an Authenticating ~~Agent,~~ Agent shall ~~continue to~~ be an the successor Authenticating ~~Agent~~Agent hereunder, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 1.06 to all Holders of Securities of the series with respect to which such ~~series in the manner provided in Section 106~~Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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~~ provision of this Section. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and~~ . If the Trustee makes such payments, it shall be entitled to be reimbursed ~~by the Company~~ for such payments, subject to the provisions of Section ~~607~~6.07. The provisions of Sections 3.08, 6.04 and 6.05 shall be applicable to each Authenticating Agent. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Securities ~~of the series designated herein and~~ referred to in the ~~within-~~within mentioned Indenture. ~~[TRUSTEE]~~Dated: _________________________________, ~~AS TRUSTEE~~ as Trustee, By~~: As~~ :______________________________ as Authenticating Agent ~~By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officers' Certificate by the Company), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appears in 2 contracts

Samples: Securities Indenture (Western Wireless Corp), Securities Indenture (Western Wireless Corp)

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Securities of any series remain Outstanding, the Trustee, with the concurrence of the Company, may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original ~~issue~~ issue, and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by ~~Federal~~ federal, state or ~~State~~ District of Columbia authority. If such Authenticating Agent ~~publishes~~ files reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so ~~published~~filed. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall give written notice of such appointment in the manner provided in Section 1.07 to all Holders of Securities of the series with respect to which such ~~series in the manner provided in Section 106~~Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Securities of the series designated herein ~~and~~ referred to in the within-mentioned Indenture. [~~TRUSTEE~~Name of Trustee], ~~AS TRUSTEE~~ As Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE ~~VII~~ SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 2 contracts

Samples: Owens & Minor Inc/Va/, Owens & Minor Distribution, Inc.

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section ~~306~~3.06, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 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 such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section ~~106~~1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE ~~VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~VII

Appears in 2 contracts

Samples: Navistar, Inc., Navistar, Inc.

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Securities of any series remain Outstanding, the Trustee, with the concurrence of the Company, may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original ~~issue~~ issue, and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by ~~Federal~~ federal, state or ~~State~~ District of Columbia authority. If such Authenticating Agent ~~publishes~~ files reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so ~~published~~filed. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall give written notice of such appointment in the manner provided in Section 1.07 to all Holders of Securities of the series with respect to which such ~~series in the manner provided in Section 106~~Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Securities of the series designated herein ~~and~~ referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~U.S. Bank National Association, ~~AS TRUSTEE~~ as Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE ~~VII~~ SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 2 contracts

Samples: O&M Halyard, Inc., O&M Halyard, Inc.

Appointment of Authenticating Agent. ~~The~~ As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the "Authenticating Agent") appointed, for such period as the Company shall elect, by the Trustee ~~may appoint an~~ for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by ~~the Trustee hereunder~~such Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of ~~such~~ any series by the Trustee for such series or to the Trustee~~’s certificate~~ 's Certificate of ~~authentication~~Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent ~~so appointed with respect to~~ for such series and a ~~certificate~~ Certificate of ~~authentication~~ Authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee ~~by an~~ may authenticate Debt Securities upon original issuance and pursuant to Section 3.6 hereof. Such Authenticating Agent ~~so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and~~ shall at all times be a ~~corporation~~ Corporation organized and doing business under the laws of the United States of ~~America,~~ America or of any ~~State thereof or the District of Columbia~~State, authorized under such laws to ~~act as Authenticating Agent~~exercise corporate trust powers, having a combined capital and surplus of ~~not less than~~ at least $~~50,000,000~~ 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for ~~the~~ purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Corporation into which an any Authenticating Agent may be merged or ~~converted~~ converted, or with which it may be consolidated, or any ~~corporation~~ Corporation resulting from any merger, conversion or consolidation to which ~~such~~ any Authenticating Agent shall be a party, or any ~~corporation~~ Corporation succeeding to the corporate agency ~~or corporate trust~~ business of an any Authenticating Agent, shall continue to be an the Authenticating ~~Agent, provided such corporation shall be otherwise eligible under this Section,~~ Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee for such series or such ~~successor corporation~~Authenticating Agent. An Any Authenticating Agent may ~~resign~~ at any ~~time~~ time, and if it shall cease to be eligible shall, resign by giving written notice ~~thereof~~ of resignation to the applicable Trustee ~~and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent~~ and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time ~~such~~ any Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 6.14 with respect to one or more or all series of Debt Securities, the Trustee ~~may~~ for such series shall upon Company Request appoint a successor Authenticating ~~Agent with respect to any series of Securities which shall be acceptable to~~ Agent, and the Company ~~and~~ shall ~~give~~ provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section ~~106~~1.5. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, ~~powers~~ powers, duties and ~~duties~~ responsibilities 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~~herein. The Trustee for the Debt Securities of such series agrees to pay to ~~each~~ the Authenticating Agent for such series from time to time reasonable compensation for its ~~services under this Section~~services, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such ~~payments~~payment, subject to the provisions of Section ~~607~~6.7. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the series of Debt Securities of issued under the ~~series designated herein and referred to in the within-~~within mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE~~ As Trustee By: :________________________ As Authenticating Agent By: :________________________ Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 2 contracts

Samples: Indenture (Rga Capital Trust Ii), Reinsurance Group of America Inc

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to ~~any series of~~ the Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities ~~of such Series~~ issued upon original issue and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such evidence shall be promptly furnished to the Company and the Guarantor. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and the Guarantor and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the ~~Trustee~~ Trustee, the Company and to the ~~Company~~Guarantor. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Company~~Company and the Guarantor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and the Guarantor and shall give notice of such appointment ~~to all Holders of Securities of such series~~ in the manner provided in Section ~~106~~106 to all Holders of Securities with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities ~~of such series~~ may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Securities ~~of the series designated herein and~~ referred to in the within-mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE~~ U.S. BANK NATIONAL ASSOCIATION As Trustee By: As Authenticating Agent By: Authorized ~~Signatory~~ Officer ARTICLE VII HOLDERS’ LISTS AND REPORTS BY ~~TRUSTEE~~ TRUSTEE, COMPANY AND ~~COMPANY~~GUARANTOR

Appears in 1 contract

Samples: Indenture (Cme Group Inc.)

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Securities remain Outstanding, the Trustee, with the approval of the Bank, may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued ~~upon original issue and~~ upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.6, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the ~~Company~~ Bank and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 ~~and~~ and, if other than the Bank itself, subject to supervision or examination by United States Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee ~~and~~ and, if other than the Bank, to the ~~Company~~Bank. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent ~~and~~ and, if other than the Bank, to the ~~Company~~Bank. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Trustee, with the approval of the Bank, may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the ~~Company~~ Bank and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all ~~Holders~~ Securityholders of ~~Securities of~~ the series with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Bank from time to ~~time~~ time) reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such payments, subject to the provisions of Section ~~607~~6.7. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: 49 This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, ~~AS TRUSTEE~~ as Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE ~~VII HOLDERS~~7 Securityholders’ ~~LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Lists and Reports by Trustee and Bank

Appears in 1 contract

Samples: Banco Santander Chile

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to ~~any series of~~ the Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities ~~of such Series~~ issued upon original issue and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.6, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the ~~Company~~ Corporation and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State ~~thereof~~ or Territory or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section,~~ Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to all or substantially all of the ~~corporate agency or~~ corporate trust business of an Authenticating ~~Agent,~~ Agent shall ~~continue to~~ be an the successor Authenticating ~~Agent~~Agent hereunder, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Company~~Corporation. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Company~~Corporation. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the ~~Company~~ Corporation and shall give notice of such appointment ~~to all Holders of Securities of such series~~ in the manner provided in Section ~~106~~1.6 to all Holders of Securities with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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~~ provision of this Section. The ~~Trustee~~ Corporation agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to the Securities is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities ~~of such series~~ may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Securities ~~of the series designated herein and~~ referred to in the ~~within-~~within mentioned Indenture~~. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~.

Appears in 1 contract

Samples: Indenture (Riggs National Corp)

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section ~~306~~3.06, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 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 such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section ~~106~~1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE ~~VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~VII

Appears in 1 contract

Samples: Indenture (Ruth's Chris Steak House Texas, L.P.)

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to ~~any series~~ the Securities of ~~Securities~~ one or more series, or Tranche thereof, which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series or Tranche issued upon original ~~issue and upon~~ issuance, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United ~~States of America~~States, any State or territory thereof or the District of ~~Columbia~~Columbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the ~~Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106~~Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such payments, in accordance with, and subject to the provisions of Section ~~607~~907. The provisions of Sections 308, 904 and 905 shall be applicable to each Authenticating Agent. If an appointment is with respect to the Securities of one or more series, or any Tranche thereof, shall be made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series or Tranche may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE By:~~ As Trustee By As Authenticating Agent ~~By:~~ By Authorized Signatory If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities. ARTICLE ~~VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Ten Holders' Lists and Reports by Trustee and Company SECTION 1001. Lists of Holders. Semiannually, not later than _______ and ___________ in each year, commencing _______________, and at such other times as the Trustee may request in writing, the Company shall furnish or cause to be furnished to the Trustee information as to the names and addresses of the Holders, and the Trustee shall preserve such information and similar information received by it in any other capacity and afford to the Holders access to information so preserved by it, all to such extent, if any, and in such manner as shall be required by the Trust Indenture Act; provided, however, that no such list need be furnished so long as the Trustee shall be the Security Registrar.

Appears in 1 contract

Samples: Entergy Mississippi Inc

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section ~~306~~3.06, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section ~~106~~1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYAuthenticating

Appears in 1 contract

Samples: Indenture (Diamondback Energy, Inc.)

Appointment of Authenticating Agent. ~~The~~ As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the "Authenticating Agent") appointed, for such period as the Company shall elect, by the Trustee ~~may appoint an~~ for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by ~~the Trustee hereunder~~such Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of ~~such~~ any series by the Trustee for such series or to the Trustee~~’s certificate~~ 's Certificate of ~~authentication~~Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent ~~so appointed with respect to~~ for such series and a ~~certificate~~ Certificate of ~~authentication~~ Authentication executed on behalf of ~~the~~ such Trustee by an such Authenticating Agent. Such Authenticating Agent ~~so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and~~ shall at all times be a corporation organized and doing business under the laws of the United States of ~~America,~~ America or of any ~~State thereof or the District of Columbia~~State, authorized under such laws to ~~act as Authenticating Agent~~exercise corporate trust powers, having a combined capital and surplus of ~~not less than~~ at least $~~50,000,000~~ 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for ~~the~~ purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or ~~converted~~ converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which ~~such~~ any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency ~~or corporate trust~~ business of an any Authenticating Agent, shall continue to be an the Authenticating ~~Agent, provided such corporation shall be otherwise eligible under this Section,~~ Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee for such series or such ~~successor corporation~~Authenticating Agent. An Any Authenticating Agent may ~~resign~~ at any ~~time~~ time, and if it shall cease to be eligible shall, resign by giving written notice ~~thereof~~ of resignation to the applicable Trustee ~~and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent~~ and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time ~~such~~ any Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 6.14 with respect to one or more or all series of Debt Securities, the Trustee ~~may~~ for such series shall upon Company Request appoint a successor Authenticating ~~Agent with respect to any series of Securities which shall be acceptable to~~ Agent, and the Company ~~and~~ shall ~~give~~ provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section ~~106~~1.05. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, ~~powers~~ powers, duties and ~~duties~~ responsibilities 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~~herein. The ~~Trustee~~ Company agrees to pay to ~~each~~ the Authenticating Agent for such series from time to time reasonable compensation for its ~~services under this Section, and~~ services. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee ~~shall be entitled to be reimbursed by the Company~~ for such ~~payments, subject to the provisions of Section 607~~series. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the series of Debt Securities of issued under the ~~series designated herein and referred to in the within-~~within mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE~~ -------------------------------- -------------------------------- As Trustee By: :________________________ As Authenticating Agent By: :________________________ Authorized Signatory ARTICLE ~~VII~~ SEVEN HOLDERS’ ' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 1 contract

Samples: Intermedia Communications Inc

Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of of, and subject to the direction of, the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued ~~upon original issue and~~ upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption of this Indenture or pursuant to Section ~~306~~3.6 above, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee ~~hereunder~~under this Indenture. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State ~~thereof~~ of this Indenture or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $~~50,000,000~~ 5,000,000 and subject to supervision or examination by ~~Federal~~ federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section~~Section 6.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this ~~Section~~Section 6.14. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this ~~Section~~Section 6.14, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appears in 1 contract

Samples: Subordinated Debt Indenture (Kforce Inc)

Appointment of Authenticating Agent. The Trustee (upon notice to the Partnership) may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original issue (in accordance with procedures acceptable to the Trustee) and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the ~~Company~~ Partnership and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to all or substantially all of the corporate agency or corporate trust business of an such Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee or such ~~successor corporation~~Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the ~~Trustee~~ Trustee, to the Partnership, and to the ~~Company~~Guarantors. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating ~~Agent and~~ Agent, to the ~~Company~~Partnership. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the ~~Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106~~Partnership. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. ~~The~~ Except with respect to an Authenticating Agent appointed at the request of the Partnership, the Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~FIRST UNION NATIONAL BANK, ~~AS TRUSTEE~~ As Trustee Date: By: ------------------- -------------------------------------- As Authenticating Agent By: -------------------------------------- Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 1 contract

Samples: Indenture (Kinder Morgan Energy Partners L P)

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to the Notes of one or more series, or any ~~series of Securities~~ Tranche thereof, which shall be authorized to act on behalf of the Trustee to authenticate ~~the Securities~~ Notes of such ~~Series~~ series or Tranche issued upon original ~~issue and upon~~ issuance, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and ~~Securities of such series~~ Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of ~~Securities of such series~~ Notes by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United ~~States of America~~States, any State or territory thereof or the District of ~~Columbia~~Columbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving 45 days written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the ~~Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106~~Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 308, 1004 and ~~the Trustee~~ 1005 shall be ~~entitled~~ applicable to ~~be reimbursed by the Company for such payments, subject to the provisions of Section 607~~each Authenticating Agent. If an appointment is with respect to the Notes of one or more series, or any Tranche thereof, shall be made pursuant to this ~~Section with respect to Securities of any series~~Section, the ~~Securities~~ Notes of such series or Tranche may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the ~~Securities~~ Notes of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE By~~Dated: _________________________________ As Trustee By _________________________________ As Authenticating ~~Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Agent

Appears in 1 contract

Samples: Carolina Power & Light Co

Appointment of Authenticating Agent. ~~The~~ As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the "Authenticating Agent") appointed, for such period as the Company shall elect, by the Trustee ~~may appoint an~~ for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by ~~the Trustee hereunder~~such Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of ~~such~~ any series by the Trustee for such series or to the Trustee~~’s certificate~~ 's Certificate of ~~authentication~~Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent ~~so appointed with respect to~~ for such series and a ~~certificate~~ Certificate of ~~authentication~~ Authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee ~~by an~~ may authenticate Debt Securities upon original issuance and pursuant to Section 3.06 hereof. Such Authenticating Agent ~~so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and~~ shall at all times be a corporation organized and doing business under the laws of the United States of ~~America,~~ America or of any ~~State thereof or the District of Columbia~~State, authorized under such laws to ~~act as Authenticating Agent~~exercise corporate trust powers, having a combined capital and surplus of ~~not less than~~ at least $~~50,000,000~~ 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for ~~the~~ purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or ~~converted~~ converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which ~~such~~ any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency ~~or corporate trust~~ business of an any Authenticating Agent, shall continue to be an the Authenticating ~~Agent, provided such corporation shall be otherwise eligible under this Section,~~ Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee for such series or such ~~successor corporation~~Authenticating Agent. An Any Authenticating Agent may ~~resign~~ at any ~~time~~ time, and if it shall cease to be eligible shall, resign by giving written notice ~~thereof~~ of resignation to the applicable Trustee ~~and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent~~ and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time ~~such~~ any Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 6.14 with respect to one or more or all series of Debt Securities, the Trustee ~~may~~ for such series shall upon a Company Request appoint a successor Authenticating ~~Agent with respect to any series of Securities which shall be acceptable to~~ Agent, and the Company ~~and~~ shall ~~give~~ provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section ~~106~~1.05. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, ~~powers~~ powers, duties and ~~duties~~ responsibilities 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~~herein. The Trustee for the Debt Securities of such series agrees to pay to ~~each~~ the Authenticating Agent for such series from time to time reasonable compensation for its ~~services under this Section~~services, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such ~~payments~~payment, subject to the provisions of Section ~~607~~6.07. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the series of Debt Securities of issued under the ~~series designated herein and referred to in the within-~~within mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE~~ ______________________________ ______________________________ As Trustee By: :___________________________ As Authenticating Agent By: :___________________________ Authorized Signatory ARTICLE ~~VII~~ SEVEN HOLDERS’ ' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 1 contract

Samples: Genesee & Wyoming Inc

Appointment of Authenticating Agent. The Trustee (upon notice to the Partnership) may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original issue (in accordance with procedures acceptable to the Trustee) and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the ~~Company~~ Partnership and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to all or substantially all of the corporate agency or corporate trust business of an such Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee or such ~~successor corporation~~Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Company~~Partnership. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Company~~Partnership. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the ~~Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106~~Partnership. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. ~~The~~ Except with respect to an Authenticating Agent appointed at the request of the Partnership, the Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~___________________________________, ~~AS TRUSTEE~~ As Trustee By: :________________________________ As Authenticating Agent By: :________________________________ As Authorized ~~Signatory ARTICLE VII~~ Officer HOLDERS’ ' LISTS AND REPORTS BY TRUSTEE AND ~~COMPANY~~PARTNERSHIP SECTION 701. Partnership to Furnish Trustee Names and Addresses of Holders. The Partnership will furnish or cause to be furnished to the Trustee

Appears in 1 contract

Samples: Star Gas Partners Lp

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original ~~issue and upon~~ issuance, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 ~~and~~ and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee ~~and~~ and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent ~~and~~ and, if other than the Company, to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Trustee, with the approval of the Company, may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such payments, subject to the provisions of Section ~~607~~6.07. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~, ~~AS TRUSTEE By:~~ as Trustee by ------------------------- As Authenticating Agent ~~By:~~ by ------------------------- As Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Agent

Appears in 1 contract

Samples: Indenture (Amber Air Freight Corp)

Appointment of Authenticating Agent. The Trustee (upon notice to the Partnership) may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original issue (in accordance with procedures acceptable to the Trustee) and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the ~~Company~~ Partnership and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to all or substantially all of the corporate agency or corporate trust business of an such Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee or such ~~successor corporation~~Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Company~~Partnership. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Company~~Partnership. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the ~~Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106~~Partnership. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. ~~The~~ Except with respect to an Authenticating Agent appointed at the request of the Partnership, the Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. [~~TRUSTEE~~Trustee], ~~AS TRUSTEE~~ as Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ~~COMPANY~~PARTNERSHIP

Appears in 1 contract

Samples: Buckeye Partners, L.P.

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE By: ~~As Authenticating Agent By:~~ Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 1 contract

Samples: Indenture (Laredo Petroleum Holdings, Inc.)

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities of one or more series, or any ~~series of Securities~~ Tranche thereof, which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series or Tranche issued upon original ~~issue and upon~~ issuance, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a ~~corporation~~ Corporation organized and doing business under the laws of the United ~~States of America~~States, any State or Territory thereof or the District of ~~Columbia~~Columbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~corporation~~ Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~corporation~~ Corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such ~~corporation~~ Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the ~~Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106~~Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 308, 904 and ~~the Trustee~~ 905 shall be ~~entitled~~ applicable to ~~be reimbursed by the Company for such payments, subject to the provisions of Section 607~~each Authenticating Agent. If an appointment is with respect to the Securities of one or more series, or any Tranche thereof, shall be made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series or Tranche may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE~~ The Bank of New York As Trustee By: ---------------------------- As Authenticating Agent By: ---------------------------- Authorized Signatory If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities. ARTICLE ~~VII~~ TEN HOLDERS’ ' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 1 contract

Samples: FPL Group Capital Inc

Appointment of Authenticating Agent. ~~The~~ As long as any Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the "Authenticating Agent") appointed, for such period as the Company shall elect, by the Trustee ~~may appoint an Authenticating Agent or Agents with respect to any~~ for such series of Securities ~~which shall be authorized~~ to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of ~~the Trustee to authenticate the~~ each series of Securities for which it is serving as Trustee. Securities of ~~such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of~~ each such series so authenticated by such Authenticating Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by ~~the Trustee hereunder~~such Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Securities of ~~such~~ any series by the Trustee for such series or to the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent ~~so appointed with respect to~~ for such series and a certificate of authentication executed on behalf of such Trustee by such Authenticating Agent except that only the Trustee ~~by an~~ may authenticate Securities upon original issuance and pursuant to Section 306 hereof. Such Authenticating Agent ~~so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and~~ shall at all times be a corporation organized and doing business under the laws of the United States of ~~America,~~ America or of any ~~State thereof or the District of Columbia~~State, authorized under such laws to ~~act as Authenticating Agent~~exercise corporation trust powers, having a combined capital and surplus of ~~not less than~~ at least $~~50,000,000~~ 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for ~~the~~ purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appears in 1 contract

Samples: Oryx Energy Co

Appointment of Authenticating Agent. ~~The~~ As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the “Authenticating Agent”) appointed, for such period as the Company shall elect, by the Trustee ~~may appoint an~~ for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by ~~the Trustee hereunder~~such Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of ~~such~~ any series by the Trustee for such series or to the Trustee’s ~~certificate~~ Certificate of ~~authentication~~Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent ~~so appointed with respect to~~ for such series and a ~~certificate~~ Certificate of ~~authentication~~ Authentication executed on behalf of ~~the~~ such Trustee by an such Authenticating Agent. Such Authenticating Agent ~~so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and~~ shall at all times be a corporation organized and doing business under the laws of the United States of ~~America,~~ America or of any ~~State thereof or the District of Columbia~~State, authorized under such laws to ~~act as Authenticating Agent~~exercise corporate trust powers, having a combined capital and surplus of ~~not less than~~ at least $~~50,000,000~~ 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for ~~the~~ purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or ~~converted~~ converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which ~~such~~ any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency ~~or corporate trust~~ business of an any Authenticating Agent, shall continue to be an the Authenticating ~~Agent, provided such corporation shall be otherwise eligible under this Section,~~ Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee for such series or such ~~successor corporation~~Authenticating Agent. An Any Authenticating Agent may ~~resign~~ at any ~~time~~ time, and if it shall cease to be eligible shall, resign by giving written notice ~~thereof~~ of resignation to the applicable Trustee ~~and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent~~ and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time ~~such~~ any Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 6.14 with respect to one or more or all series of Debt Securities, the Trustee ~~may~~ for such series shall upon a Company Request appoint a successor Authenticating ~~Agent with respect to any series of Securities which shall be acceptable to~~ Agent, and the Company ~~and~~ shall ~~give~~ provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section ~~106~~1.05. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, ~~powers~~ powers, duties and ~~duties~~ responsibilities 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~~herein. The Trustee for the Debt Securities of such series agrees to pay to ~~each~~ the Authenticating Agent for such series from time to time reasonable compensation for its ~~services under this Section~~services, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such ~~payments~~payment, subject to the provisions of Section ~~607~~6.07. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the series of Debt Securities of issued under the ~~series designated herein and referred to in the within-~~within mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE~~ As Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE ~~VII HOLDERS~~SEVEN Holders’ ~~LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Lists and Reports by Trustee and Company

Appears in 1 contract

Samples: Magnum Hunter Resources Inc

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original issue and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption ~~or pursuant to Section 306~~thereof, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series~~-42- 49 Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any ~~State thereof~~ state, territory or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section,~~ Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to all or substantially all of the ~~corporate agency or~~ corporate trust business of an Authenticating ~~Agent,~~ Agent shall ~~continue to~~ be an the successor Authenticating ~~Agent~~Agent hereunder, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 1.06 to all Holders of Securities of the series with respect to which such ~~series in the manner provided in Section 106~~Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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~~ provision of this Section. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: -43- 50 This is one of the Securities ~~of the series designated herein and~~ referred to in the ~~within-~~within mentioned Indenture. ~~[TRUSTEE]~~Dated: , ~~AS TRUSTEE~~ as Trustee, By: :________________________________________ As Authenticating Agent By: :________________________________________ Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 1 contract

Samples: Hartford Life Inc

Appointment of Authenticating Agent. ~~The~~ So long as any of the Debt Securities remain Outstanding, there may be one or more Authenticating Agents appointed by the Trustee ~~may appoint an Authenticating Agent or Agents with respect to any series of Securities~~ which shall be authorized to act on behalf and subject to the direction of the Trustee with respect to one or more series of Debt Securities to authenticate ~~the~~ Debt Securities ~~of such Series~~ issued ~~upon original issue and~~ upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and Debt Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication ~~and delivery~~ of Debt Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication ~~and delivery~~ on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be ~~acceptable~~ subject to acceptance by the Company and shall at all times be a corporation organized and doing business under the laws of the United States of ~~America,~~ America or of any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of ~~not less than~~ at least $50,000,000 and subject to supervision or examination by Federal or State ~~authority~~authorities. If such ~~Authenticating Agent~~ corporation publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of ~~said~~ the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such ~~Authenticating Agent~~ corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect hereinafter specified in this Section. 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~~ an Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise qualified and -------- eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee~~Trustee or such Authenticating Agent, ~~the Company, the~~ but such Authenticating Agent shall give the Trustee written notice of any such merger, conversion, consolidation or ~~such successor corporation~~succession. An Any Authenticating Agent may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of an any Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time ~~such~~ any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities which shall be~~ acceptable to the ~~Company and~~ Company, in which case it shall give notice of such appointment to ~~all~~ Holders ~~of Securities of such series in the manner~~ as provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its ~~services under this Section~~services, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appears in 1 contract

Samples: Nationwide Health Properties Inc

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original ~~issue and upon~~ issuance, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 ~~and~~ and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 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 such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee ~~and~~ and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent ~~and~~ and, if other than the Company, to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Trustee, with the approval of the Company, may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. 33 If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. [~~TRUSTEE], AS TRUSTEE By:~~ Name of Authenticating Agent] by As Authenticating Agent ~~By:~~ by As Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Agent Dated

Appears in 1 contract

Samples: Dana Holding Corp

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original issue and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating Agent is a member of a bank holding company system, its bank holding company has) a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 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 such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such ~~series in the manner provided in Section 106~~Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this Section ~~with respect to Securities of any series~~614, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~U.S. BANK NATIONAL ASSOCIATION, ~~AS TRUSTEE~~ As Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE ~~VII~~ SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 1 contract

Samples: Brocade Communications Systems Inc

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee By [~~TRUSTEE~~NAME OF AUTHENTICATING AGENT], ~~AS TRUSTEE By: As~~ as Authenticating Agent By: Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 1 contract

Samples: Laredo Petroleum, Inc.

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original issue and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating Agent is a member of a bank holding company system, its bank holding company has) a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~corporation~~ Person resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~corporation~~ Person 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 such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 1.06 to all Holders of Securities of the series with respect to which such ~~series in the manner provided in Section 106~~Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~Dated: The Bank of New York Mellon Trust Company, ~~AS TRUSTEE~~ N.A., As Trustee By: As By: as Authenticating Agent By: ~~Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~as Authenticating Signatory

Appears in 1 contract

Samples: Kyndryl Holdings, Inc.

Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued ~~upon original issue and~~ upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of not less than $50,000,000 and subject to supervision or examination by ~~Federal~~ Federal, State or ~~State~~ District of Columbia authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ (i) mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register, and (ii) if Securities of the series are issuable as Bearer Securities, publish notice of such ~~series~~ appointment at least once in an Authorized Newspaper in the ~~manner provided in Section 106~~place where such successor Authenticating Agent has its principal office if such office is located outside the United States. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such ~~payments, subject to~~ payments in accordance with the provisions of Section 607. The provisions of Sections 308, 604 and 605 shall be applicable to each Authenticating Agent. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series ~~designated herein and~~ referred to in the ~~within-~~within- mentioned Indenture. ~~[TRUSTEE]~~THE CHASE MANHATTAN BANK, ~~AS TRUSTEE By:~~ as Trustee By ______________________________ As Authenticating Agent ~~By:~~ By ______________________________ Authorized Signatory ARTICLE ~~VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~SEVEN Holders' Lists and Reports by Trustee and the Company

Appears in 1 contract

Samples: Ucu Capital Trust I

Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of of, and subject to the direction of, the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued ~~upon original issue and~~ upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section ~~306~~3.06, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus (together with its parent) of not less than $~~50,000,000~~ 100,000,000 and subject to supervision or examination by ~~Federal~~ federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating 58 52 Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation as negotiated between the Company and such Authenticating Agent for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication in the following form: Form of Authenticating Agent's Certificate of Authentication Dated: ----------------------- This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE By:~~ ------------------------------------ As ~~Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Trustee

Appears in 1 contract

Samples: Emmis Television License Corp of Topeka

Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding the Trustee ~~may~~ may, at the instruction and request of the Company, appoint an Authenticating Agent or Agents with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series issued upon original issue and upon exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $~~50,000,000~~ 500,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE By: As~~ THE CHASE MANHATTAN BANK as Trustee By ----------------------------------------- as Authenticating Agent ~~By:~~ By ----------------------------------------- Authorized ~~Signatory~~ Officer SECTION 615. Investment of Certain Payments Held by the Trustee. Any amounts deposited by the Company and held by the Trustee hereunder, other than pursuant to Section 403 or Section 1010 hereof, shall be invested by the Trustee from time to time at the direction of the Company in such investments as may be specified by the Company and reasonably agreed to by the Trustee from time to time; provided that no amounts deposited in respect of any payment on a Security shall be invested in an investment that matures after the due date of such payment and that the Trustee shall have no liability to the Company for any loss on such investments; provided, further, that in investing trust funds pursuant to the terms of this Section and liquidating any investments held in trust hereunder, the Trustee may, to the extent permitted by law, purchase securities (including for the purposes of this paragraph securities as to which the Trustee or a Trustee Affiliate is the issuer or guarantor) from, and sell securities to, itself or any Trustee Affiliate and purchase securities underwritten by, or in which a market is made by, the Trustee or a Trustee Affiliate. For the purposes hereof, a " Trustee Affiliate" shall mean an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Trustee. Any income or gain realized as a result of any such investment shall be promptly distributed (in no event later than the next Business Day) to the Company after payment of any amounts required to be paid to the Holders entitled thereto, except after the occurrence and during the continuance of an Event of Default. The Trustee shall have no liability to the Company for any loss resulting from any investment made in accordance with this Section, and shall bear no expense in connection with any investment pursuant to this Section. Any such investment may be sold (without regard to maturity date) by the Trustee whenever necessary to make any distribution required by this Indenture. ARTICLE ~~VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~SEVEN

Appears in 1 contract

Samples: Indenture (Solutia Inc)

Appointment of Authenticating Agent. ~~The Trustee~~ At any time when any of the Securities remain outstanding, the Company may appoint an Authenticating Agent or Agents (which may one or both of the Trustees), with respect to ~~any~~ one or more series of Securities which shall be authorized to act on behalf of the ~~Trustee~~ Trustees to authenticate ~~the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and~~ Securities of such series and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.06. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Authenticating Agent hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. In the case of the Canadian Trustee, the instrument appointing an Authenticating Agent shall be signed on behalf of the Trustee ~~hereunder~~by the board of directors or any two of Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, Executive Vice Presidents, Senior Vice Presidents, Regional Vice Presidents or Vice Presidents, in accordance with their by-laws. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the ~~Trustee~~ Trustees or ~~the~~ either Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the ~~Trustee~~ Trustees by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the ~~Trustee~~ Trustees by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authorityCompany. If such ~~Authenticating Agent~~ corporation publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such ~~Authenticating Agent~~ corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, ~~such Authenticating Agent~~ it shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustees or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the ~~Trustee~~ Trustees and to the Company. The ~~Trustee~~ Trustees may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Trustees may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such ~~series~~ Authenticating Agent will serve, in the manner provided for in Section ~~106~~1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee agrees~~ Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the ~~Trustee~~ Trustees shall be entitled to be reimbursed ~~by the Company~~ for such payments, subject to the provisions of Section ~~607~~6.07. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series may have endorsed thereon, in addition to ~~the~~ or in lieu of either Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: ~~This~~ (Certificate of Authentication may be executed by either Trustee) ____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~Dated: ___________________________________ __________________________, ~~AS TRUSTEE~~ as U.S. Trustee By: _____________________ As Authenticating Agent By: _________________________ Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Officer _______________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ___________________________ _________________________, as Canadian Trustee By: _________________________ As Authenticating Agent By: _________________________ Authorized Officer

Appears in 1 contract

Samples: Indenture (Village Farms International, Inc.)

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the ~~Company~~ Issuers and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the ~~Company~~Issuers, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Company~~Issuers. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Company~~Issuers. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the ~~Company~~ Issuers and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the ~~Company~~ Issuers for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By: As Authenticating Agent By: Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 1 contract

Samples: Indenture (Genesis Free State Holdings, LLC)

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities of one or more series, or any ~~series of Securities~~ Tranche thereof, which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series~~ series or Tranche issued upon original ~~issue and upon~~ issuance, exchange, registration of ~~transfer, partial conversion~~ transfer or partial redemption thereof or pursuant to Section 306, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United ~~States of America~~States, any State or territory thereof or the District of ~~Columbia~~Columbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. ~~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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the ~~Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106~~Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such payments, in accordance with and subject to the provisions of Section ~~607~~907. The provisions of Sections 308, 904 and 905 shall be applicable to each Authenticating Agent. If an appointment is with respect to the Securities of one or more series, or any Tranche thereof, shall be made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities of such series or Tranche may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication substantially in the following form: 79 -74- This is one of the Securities of the series designated ~~herein and~~ therein referred to in the within-mentioned Indenture~~. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~.

Appears in 1 contract

Samples: National Rural Utilities Cooperative Finance Corp /Dc/

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section ~~306~~3.06, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 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 such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section ~~106~~1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The ~~Trustee~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607~~. If an appointment is made pursuant to this Section with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: 49 This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. ~~[TRUSTEE]~~U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By: As Authenticating Agent By: Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Signatory

Appears in 1 contract

Samples: Indenture (CVG Oregon, LLC)

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or ~~Agents~~ agents with respect to ~~any~~ one or more series of ~~Securities~~ Securities, which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities of such ~~Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306~~series, and Securities ~~of such series~~ so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent. Each Authenticating Agent shall be acceptable to the ~~Company~~ Issuer and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State~~ state thereof or the District of Columbia, authorized under such laws to act as ~~Authenticating Agent~~an authenticating agent, having a combined capital and surplus of not less than ~~$50,000,000~~ U.S.$50,000,000 and subject to supervision or examination by Federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section~~Section 5.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 5.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this ~~Section~~Section 5.14. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this ~~Section~~Section 5.14, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Company~~Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Company~~Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 5.14, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the ~~Company~~ Issuer and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such ~~series~~ Authenticating Agent will serve, as their names and addresses appear in the ~~manner provided in Section 106~~Security register of the Issuer. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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~~Section 5.14. The ~~Trustee~~ Issuer agrees to pay to each Authenticating Agent from time to time such reasonable ~~compensation~~ compensation, costs and expenses for its services under this ~~Section~~Section 5.14, as may be agreed between the Issuer and ~~the Trustee shall be entitled to be reimbursed by the Company for~~ such ~~payments, subject to the provisions of Section 607~~Authenticating Agent. If an appointment with respect to one or more series is made pursuant to this Section ~~with respect to Securities of any series~~5.14, the Securities of such series may have endorsed thereon, in addition to or instead of the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. ~~[TRUSTEE], AS TRUSTEE~~ Dated: By: As as Authenticating Agent By: Authorized ~~Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~Officer

Appears in 1 contract

Samples: Sumitomo Mitsui Financial Group, Inc.

Appointment of Authenticating Agent. ~~The~~ As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the "Authenticating Agent") appointed, for such period as the Company shall elect, by the Trustee ~~may appoint an~~ for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by ~~the Trustee hereunder~~such Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of ~~such~~ any series by the Trustee for such series or to the Trustee~~’s certificate~~ 's Certificate of ~~authentication~~Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent ~~so appointed with respect to~~ for such series and a ~~certificate~~ Certificate of ~~authentication~~ Authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee ~~by an~~ may authenticate Debt Securities upon original issuance and pursuant to Section 3.06 hereof. Such Authenticating Agent ~~so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and~~ shall at all times be a corporation organized and doing business under the laws of the United States of ~~America,~~ America or of any ~~State thereof or the District of Columbia~~State, authorized under such laws to ~~act as Authenticating Agent~~exercise corporate trust powers, having a combined capital and surplus of ~~not less than~~ at least $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for ~~the~~ purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or ~~converted~~ converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which ~~such~~ any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency ~~or corporate trust~~ business of an any Authenticating Agent, shall continue to be an the Authenticating ~~Agent, provided such corporation shall be otherwise eligible under this Section,~~ Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company, the Authenticating Agent~~ Trustee for such series or such ~~successor corporation~~Authenticating Agent. An Any Authenticating Agent may ~~resign~~ at any ~~time~~ time, and if it shall cease to be eligible shall, resign by giving written notice ~~thereof~~ of resignation to the applicable Trustee and to the ~~Company. The Trustee may at any time terminate~~ Company and the ~~agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company~~Guarantor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time ~~such~~ any Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 6.14 with respect to one or more or all series of Debt Securities, the Trustee ~~may~~ for such series shall upon a Company Request appoint a successor Authenticating ~~Agent with respect to any series of Securities which shall be acceptable to~~ Agent, and the Company and the Guarantor shall ~~give~~ provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section ~~106~~1.05. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, ~~powers~~ powers, duties and ~~duties~~ responsibilities 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~~herein. The ~~Trustee~~ Company agrees to pay to ~~each~~ the Authenticating Agent for such series from time to time reasonable compensation for its ~~services under this Section, and~~ services. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee ~~shall be entitled to be reimbursed by the Company~~ for such ~~payments, subject to the provisions of Section 607~~series. If an appointment with respect to one or more series is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the series of Debt Securities of issued under the ~~series designated herein and referred to in the within-~~within mentioned Indenture. ~~[TRUSTEE]~~Bank One Trust Company, ~~AS TRUSTEE~~ National Association, As Trustee By: :__________________________________________ As Authenticating Agent By: :__________________________________________ Authorized Signatory ARTICLE ~~VII~~ SEVEN HOLDERS’ ' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 1 contract

Samples: Aramark Services Inc

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents ~~with respect to any series of Securities~~ which shall be authorized to act on behalf of the Trustee to authenticate ~~the~~ Securities ~~of such Series~~ issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities ~~of such series~~ so ~~authenticated~~ authenticated, and the Subsidiary Guarantees endorsed thereon, shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities ~~of such series~~ by the Trustee or the Trustee’s 's certificate of ~~authentication~~authen tication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent ~~so appointed with respect to such series~~ and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent so appointed with respect to such series~~Agent, except for authentication of original issues or lost, stolen or mutilated securities. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least ~~annually~~ annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 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 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee, the Company,~~ Trustee or the Authenticating ~~Agent or such successor corporation~~Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~with respect to any series of Securities~~ which shall be acceptable to the Company and shall ~~give~~ mail written notice of such appointment by first-class mail, postage prepaid, to all Holders ~~of Securities of such series~~ as their names and addresses appear in the ~~manner provided in Section 106~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all 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. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed ~~by the Company~~ for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this ~~Section with respect to Securities of any series~~Section, the Securities ~~of such series~~ may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternate~~ alternative certificate of authentication in the following form: This is one of the Securities ~~of the series designated herein and referred to~~ described in the within-mentioned Indenture. ~~[TRUSTEE]~~Bankers Trust Company, ~~AS TRUSTEE~~ As Trustee By: ___________________________, As Authenticating Agent By: ___________________________ Authorized ~~Signatory~~ Officer ARTICLE ~~VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY~~SEVEN Holders' Lists and Reports by Trustee and Company SECTION 701. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee:

Appears in 1 contract

Samples: Indenture (Emergent Group Inc)

Common use of Appointment of Authenticating Agent Clause in Contracts