Common use of Appointment of Countersigning Agent Clause in Contracts

Appointment of Countersigning Agent. The Warrant Agent may appoint one or more countersigning agents which will be authorized to act on behalf of the Warrant Agent to countersign Warrant Certificates and Warrant Certificates so countersigned will be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder. Wherever reference is made in this Agreement to the countersignature and delivery of Warrant Certificates by the Warrant Agent or to Warrant Certificates countersigned by the Warrant Agent, such reference will be deemed to include countersignature and delivery on behalf of the Warrant Agent by a countersigning agent and Warrant Certificates countersigned by a countersigning agent. Each countersigning agent will be acceptable to the Company and will at the time of appointment be a corporation doing business under the laws of the United States of America or any state thereof in good standing, authorized under such laws to act as countersigning agent, and have a combined capital and surplus of not less than $100,000,000.00. The combined capital and surplus of any such new countersigning agent will be deemed to be the combined capital and surplus as set forth in the most recent annual report of its condition published by such countersigning agent prior to its appointment, provided that such reports are published at least annually pursuant to law or to the requirements of a federal or state supervising or examining authority. Any corporation into which a countersigning agent may be merged, or any corporation resulting from any consolidation to which such countersigning agent is a party, will be a successor countersigning agent without any further act, provided that such corporation would be eligible for appointment as a new countersigning agent under the provisions of this paragraph 11.6, without the execution or filing of any paper or any further act on the part of the Warrant Agent or the countersigning agent. Any such successor countersigning agent will promptly cause notice of its succession as countersigning agent to be given to each Holder at such Holder's last address as shown on the Warrant Register. The countersigning agent may resign at any time by giving thirty (30) days prior written notice thereof to the Warrant Agent and to the Company. The Warrant Agent may at any time terminate the agency of a countersigning agent by giving thirty (30) days prior written notice thereof to such countersigning agent and to the Company. The Warrant Agent agrees to pay to each countersigning agent from time to time reasonable compensation for its services under this paragraph, and the Warrant Agent will be entitled to be reimbursed for such payments, subject to the provisions of paragraph 11.3 this Agreement. Any countersigning agent will have the same rights and immunities as those of the Warrant Agent set forth in paragraph 11.1 of this Agreement.

Appointment of Countersigning Agent. (a) The Warrant Agent may appoint one a Countersigning Agent or more countersigning agents Agents which will shall be authorized to act on behalf of the Warrant Agent to countersign Warrant Certificates issued upon original issue and upon exchange, registration of transfer or pursuant to Section 7, and Warrant Certificates so countersigned will shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder. Wherever reference is made in this Agreement to the countersignature and delivery of Warrant Certificates by the Warrant Agent or to Warrant Certificates countersigned by the Warrant Agent, such reference will shall be deemed to include countersignature and delivery on behalf of the Warrant Agent by a countersigning agent Countersigning Agent and Warrant Certificates countersigned by a countersigning agentCountersigning Agent. Each countersigning agent will Countersigning Agent shall be acceptable to the Company and will shall at the time of appointment be a corporation Person doing business under the laws of the United States of America or any state State thereof in good standing, authorized under such laws to act as countersigning agentCountersigning Agent, and have having a combined capital and surplus of not less than $100,000,000.00100,000,000. The combined capital and surplus of any such new countersigning agent will Countersigning Agent shall be deemed to be the combined capital and surplus as set forth in the most recent annual report of its condition published by such countersigning agent Countersigning Agent prior to its appointment, provided that such reports are published at least annually pursuant to law or to the requirements of a federal Federal or state supervising or examining authority. (b) Any corporation Person into which a countersigning agent Countersigning Agent may be merged, or any corporation Person resulting from any consolidation to which such countersigning agent is Countersigning Agent shall be a party, will shall be a successor countersigning agent Countersigning Agent without any further act, provided that such corporation Person would be eligible for appointment as a new countersigning agent Countersigning Agent under the provisions of this paragraph 11.6Section 11.6(a), without the execution or filing of any paper or any further act on the part of the Warrant Agent or the countersigning agentCountersigning Agent. Any such successor countersigning agent will Countersigning Agent shall promptly cause notice of its succession as countersigning agent Countersigning Agent to be given in accordance with Section 13.1(b) to each Holder of a Warrant Certificate at such Holder's last address as shown on the Warrant Register. The countersigning agent (c) A Countersigning Agent may resign at any time by giving thirty (30) days days' prior written notice thereof to the Warrant Agent and to the Company. The Warrant Agent may at any time terminate the agency of a countersigning agent Countersigning Agent by giving thirty (30) days days' prior written notice thereof to such countersigning agent Countersigning Agent and to the Company. (d) The Warrant Agent agrees to pay to each countersigning agent Countersigning Agent from time to time reasonable compensation for its services under this paragraphSection, and the Warrant Agent will shall be entitled to be reimbursed for such payments, subject to the provisions of paragraph 11.3 this AgreementSection 11.3. (e) Any countersigning agent will Countersigning Agent shall have the same rights and immunities as those of the Warrant Agent set forth in paragraph 11.1 of this AgreementSection 11.1. 12.

Appointment of Countersigning Agent. The Warrant Agent may appoint one or more countersigning agents which will be authorized to act on behalf of the Warrant Agent to countersign Warrant Certificates and Warrant Certificates so countersigned will be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder. Wherever reference is made in this Agreement to the countersignature and delivery of Warrant Certificates by the Warrant Agent or to Warrant Certificates countersigned by the Warrant Agent, such reference will be deemed to include countersignature and delivery on behalf of the Warrant Agent by a countersigning agent and Warrant Certificates countersigned by a countersigning agent. Each countersigning agent will be acceptable to the Company and will at the time of appointment be a corporation doing business under the laws of the United States of America or any state thereof in good standing, -20- 77 authorized under such laws to act as countersigning agent, and have a combined capital and surplus of not less than $100,000,000.00. The combined capital and surplus of any such new countersigning agent will be deemed to be the combined capital and surplus as set forth in the most recent annual report of its condition published by such countersigning agent prior to its appointment, provided that such reports are published at least annually pursuant to law or to the requirements of a federal or state supervising or examining authority. Any corporation into which a countersigning agent may be merged, or any corporation resulting from any consolidation to which such countersigning agent is a party, will be a successor countersigning agent without any further act, provided that such corporation would be eligible for appointment as a new countersigning agent under the provisions of this paragraph 11.6, without the execution or filing of any paper or any further act on the part of the Warrant Agent or the countersigning agent. Any such successor countersigning agent will promptly cause notice of its succession as countersigning agent to be given to each Holder at such Holder's last address as shown on the Warrant Register. The countersigning agent may resign at any time by giving thirty (30) days prior written notice thereof to the Warrant Agent and to the Company. The Warrant Agent may at any time terminate the agency of a countersigning agent by giving thirty (30) days prior written notice thereof to such countersigning agent and to the Company. The Warrant Agent agrees to pay to each countersigning agent from time to time reasonable compensation for its services under this paragraph, and the Warrant Agent will be entitled to be reimbursed for such payments, subject to the provisions of paragraph 11.3 this Agreement. Any countersigning agent will have the same rights and immunities as those of the Warrant Agent set forth in paragraph 11.1 of this Agreement.