Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 8 contracts
Samples: Satisfaction and Discharge of Indenture (Healthcare Realty Holdings, L.P.), Satisfaction and Discharge of Indenture (Healthcare Realty Holdings, L.P.), Healthcare Realty Holdings, L.P.
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent.
Appears in 7 contracts
Samples: Indenture (Ibasis Inc), Indenture (Alkermes Inc), Indenture (Ibasis Inc)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof3.03, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 7 contracts
Samples: Indenture (Essex Portfolio Lp), Indenture (Essex Portfolio Lp), Indenture (Essex Portfolio Lp)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof3.03, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1116.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 16.12 shall be applicable to any authenticating agent.
Appears in 6 contracts
Samples: Indenture (Essex Portfolio Lp), Indenture (Essex Portfolio Lp), Indenture (Essex Portfolio Lp)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections Section 2.04, Section 2.06, Section 2.07, Section 2.08 and Section 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections Section 7.02, Section 7.03, Section 7.04 and Section 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 6 contracts
Samples: Indenture (Healthcare Trust of America, Inc.), Indenture (Healthcare Trust of America Holdings, LP), Indenture (Healthcare Trust of America Holdings, LP)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08 and 3.03 hereofSection 3.04, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.10. The Trustee will give notice to the Company of any such appointment. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1116.14, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02Section 8.02, 7.03Section 8.04, 7.04 Section 8.05 and 8.03 hereof Section 9.03 and this Section 16.11 16.14 shall be applicable to any authenticating agent.
Appears in 5 contracts
Samples: Indenture (IMH Financial Corp), Indenture (IMH Financial Corp), Indenture (IMH Financial Corp)
Authenticating Agent. So long as any Securities remain Outstanding, if the Corporate Trust Office of the Trustee is not located in the Borough of Manhattan, The Trustee may appoint City of New York, or otherwise upon an Issuer Request, there shall be an authenticating agent that (the "Authenticating Agent") appointed, for such period as the Issuer shall be authorized elect, by the Trustee to act as its agent on its behalf, behalf and subject to its direction, direction in connection with the authentication and delivery of Notes in connection with Securities. Securities authenticated by such Authenticating Agent shall be entitled to the original issuance thereof benefits of this Indenture and transfers shall be valid and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to obligatory for all intents and purposes as though the authenticating agent had been expressly authorized if authenticated by such Trustee. Wherever reference is made in this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Securities by the authenticating agent Trustee or to the Trustee's Certificate of Authentication, such reference shall be deemed to be include authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate Authenticating Agent and a Certificate of authenticationAuthentication executed on behalf of such Trustee by such Authenticating Agent. Such authenticating agent Authenticating Agent shall at all times be a Person eligible corporation organized and doing business under the laws of the United States of America or of any State or of the District of Columbia, authorized under such laws to serve as trustee hereunder pursuant exercise corporate trust powers, having a combined capital and surplus of at least $20,000,000 and subject to Section 7.09 hereofsupervision or examination by Federal, State or District of Columbia authority. If the Corporate Trust Office of the Trustee is not located in the Borough of Manhattan, The City of New York, the Authenticating Agent shall have its principal office and place of business in the Borough of Manhattan, The City of New York. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange to which any authenticating agent Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust agency business of any authenticating agentAuthenticating Agent, shall continue to be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, Authenticating Agent without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Trustee or such successor corporationAuthenticating Agent. Any authenticating agent Authenticating Agent may at any time time, and if it shall cease to be eligible shall, resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent Authenticating Agent by giving written notice of termination to such authenticating agent Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 16.117.14, the Trustee shall either promptly upon Issuer Request appoint a successor authenticating agent or itself assume Authenticating Agent, and the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, Issuer shall give written provide notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Securities in the manner and to the extent provided in Section 13.4. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as the names and addresses of such Holders appear on the Note Registerif originally named as Authenticating Agent herein. The Issuer agrees to pay or to cause to be paid to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions Authenticating Agent shall have no responsibility or liability for any action taken by it as such in good faith at the direction of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agentthe Trustee.
Appears in 5 contracts
Samples: Indenture (Idacorp Trust Iii), Indenture (Idacorp Trust Iii), Indenture (Idacorp Inc)
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04Section 2.05, Section 2.06, 2.07, 2.08 Section 2.07 and 3.03 hereofSection 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof6.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Noteholders as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 6.02, 7.03Section 6.03, 7.04 and 8.03 hereof Section 6.04, Section 7.03 and this Section 16.11 15.10 shall be applicable to any authenticating agent.
Appears in 3 contracts
Samples: Forest City Enterprises Inc, Forest City Enterprises Inc, Forest City Enterprises Inc
Authenticating Agent. So long as any Securities remain Outstanding, if the Corporate Trust Office of the Trustee is not located in the Borough of Manhattan, The Trustee may appoint City of New York, or otherwise upon an Company Request, there shall be an authenticating agent that (the "Authenticating Agent") appointed, for such period as the Company shall be authorized elect, by the Trustee to act as its agent on its behalf, behalf and subject to its direction, direction in connection with the authentication and delivery of Notes in connection with Securities. Securities authenticated by such Authenticating Agent shall be entitled to the original issuance thereof benefits of this Indenture and transfers shall be valid and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to obligatory for all intents and purposes as though the authenticating agent had been expressly authorized if authenticated by such Trustee. Wherever reference is made in this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Securities by the authenticating agent Trustee or to the Trustee's Certificate of Authentication, such reference shall be deemed to be include authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate Authenticating Agent and a Certificate of authenticationAuthentication executed on behalf of such Trustee by such Authenticating Agent. Such authenticating agent Authenticating Agent shall at all times be a Person eligible corporation organized and doing business under the laws of the United States of America or of any State or of the District of Columbia, authorized under such laws to serve as trustee hereunder pursuant exercise corporate trust powers, having a combined capital and surplus of at least $20,000,000 and subject to Section 7.09 hereofsupervision or examination by Federal, State or District of Columbia authority. If the Corporate Trust Office of the Trustee is not located in the Borough of Manhattan, The City of New York, the Authenticating Agent shall have its principal office and place of business in the Borough of Manhattan, The City of New York. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange to which any authenticating agent Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust agency business of any authenticating agentAuthenticating Agent, shall continue to be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, Authenticating Agent without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Trustee or such successor corporationAuthenticating Agent. Any authenticating agent Authenticating Agent may at any time time, and if it shall cease to be eligible shall, resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent Authenticating Agent by giving written notice of termination to such authenticating agent Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 16.117.14, the Trustee shall either promptly upon Company Request appoint a successor authenticating agent or itself assume Authenticating Agent, and the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, Company shall give written provide notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Securities in the manner and to the extent provided in Section 13.4. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as the names and addresses of such Holders appear on the Note Registerif originally named as Authenticating Agent herein. The Issuer Company agrees to pay or to cause to be paid to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions Authenticating Agent shall have no responsibility or liability for any action taken by it as such in good faith at the direction of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agentthe Trustee.
Appears in 3 contracts
Samples: Indenture (Covanta Capital Trust Iii), Idaho Power Co, Covanta Capital Trust Iii
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3, 15.2 and 3.03 hereof16.2, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee Trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1117.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture andIndenture, and upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Registerregister. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent.
Appears in 3 contracts
Samples: Kellstrom Industries Inc, Atlantic Coast Airlines Inc, Atlantic Coast Airlines Inc
Authenticating Agent. The Trustee may appoint an authenticating agent that shall Authenticating Agent to execute and to authenticate Certificates. The Authenticating Agent must be acceptable to the Depositor and the Master Servicer and must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in a state and city acceptable to the Depositor and the Master Servicer, having a combined capital and surplus of at least $15,000,000, authorized under such laws to act on its behalf, do a trust business and subject to supervision or examination by federal or state authorities. The Trustee shall pay the Authenticating Agent reasonable compensation from its direction, in the authentication own funds and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall remain liable for all actions of any Authenticating Agent and shall not be deemed to satisfy relieved of any requirement hereunder or in the Notes for the Trustee’s certificate of authenticationits obligations hereunder. Such authenticating agent The Trustee shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereofthe initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which any authenticating agent the Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange to which any authenticating agent the Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust agency business of any authenticating agentthe Authenticating Agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, Authenticating Agent without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or the authenticating agent or such successor corporationAuthenticating Agent. Any authenticating agent The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor, the Special Servicer and to the IssuerMaster Servicer. The Trustee may at any time terminate the agency of any authenticating agent the Authenticating Agent by giving written notice of termination to such authenticating agent the Authenticating Agent, the Depositor, the Special Servicer and to the IssuerMaster Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent the Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 16.118.11, the Trustee promptly shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture andAuthenticating Agent, upon such appointment of a successor authenticating agent, if made, which shall give written notice of such appointment of a successor authenticating agent be acceptable to the Issuer Master Servicer and the Depositor, and shall mail notice of such appointment of a successor authenticating agent to all Holders Certificateholders. Any successor Authenticating Agent upon acceptance of Notes its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the names and addresses provisions of such Holders appear on the Note Registerthis Section 8.11. The Issuer agrees to Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. The Trustee shall pay to the authenticating agent from time to time such Authenticating Agent reasonable compensation for from its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agentown funds.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (PNC Mort Accept Corp Commerc Mort Pass THR Cert Ser 1999 Cm1), Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp), Pooling and Servicing Agreement (PNC Mort Sec Corp Com Mort Pass THR Cert Ser 2000-C1)
Authenticating Agent. The Trustee may appoint an authenticating agent that Authenticating Agent for the Securities of each series which shall be authorized acceptable to the Company, to act on behalf of such Trustee and subject to its behalfdirection in connection with the authentication of the Securities of such series. Each Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.14 the combined capital and surplus of such corporation shall be deemed to be its direction, combined capital and surplus as set forth in its most recent report of condition so published. Securities of any series authenticated by the Authenticating Agent for the Securities of such series shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee for the Securities of such series. Whenever reference is made in this Indenture to the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges Securities of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes any series by the authenticating agent Trustee or such Trustee's certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of the Trustee by the Authenticating Agent for the Securities of such Notes “by the Trustee” series and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereofsuch Authenticating Agent. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange to which any authenticating agent Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust agency business of any authenticating agentAuthenticating Agent, shall continue to be the successor Authenticating Agent with respect to the Securities of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, all series for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Trustee or such successor corporationAuthenticating Agent. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent Authenticating Agent for the Securities of any series by giving written notice of termination to such authenticating agent Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 16.118.14, with respect to the Securities of one or more or all series, the Trustee promptly shall either promptly appoint a successor authenticating agent or itself assume Authenticating Agent which shall be acceptable to the duties Company, and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, doing so shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes the Securities of such series as the names and addresses of such Holders appear on upon the Note Securities Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder with like effect as if originally appointed as Authenticating Agent hereunder. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.14. The Issuer Company agrees to pay to the authenticating agent each Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.ARTICLE NINE
Appears in 3 contracts
Samples: Citizens Funding Trust IV, Citizens Funding Trust IV, Citizens Funding Trust IV
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05 and 3.03 hereof3.06, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes Debentures “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Debentureholders as the names and addresses of such Holders Debentureholders appear on the Note RegisterDebenture register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 and 8.03 hereof 8.04, 9.03 and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 3 contracts
Samples: Indenture (Mentor Graphics Corp), Mentor Graphics Corp, Mentor Graphics Corp
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee Trustee hereunder pursuant to Section 7.09 hereof7.10. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation company is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcompany. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.027.3, 7.037.4, 7.04 and 8.03 hereof 7.5, 8.3 and this Section 16.11 16.13 shall be applicable to any authenticating agent.
Appears in 3 contracts
Samples: Indenture (Netbank Inc), Indenture (Netbank Inc), Indenture (Computer Network Technology Corp)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections Section 2.04, Section 2.06, Section 2.07, Section 2.08 and Section 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1117.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.1117.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections Section 7.02, Section 7.03, Section 7.04 and Section 8.03 hereof and this Section 16.11 17.11 shall be applicable to any authenticating agent.
Appears in 3 contracts
Samples: Indenture (Healthcare Trust of America Holdings, LP), Indenture (Healthcare Trust of America Holdings, LP), Indenture (Healthcare Trust of America Holdings, LP)
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent.
Appears in 3 contracts
Samples: Indenture (Electroglas Inc), Indenture (Electroglas Inc), Dave & Busters Inc
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04Section 2.02 of the Base Indenture, 2.06, 2.07, 2.08 and 3.03 Section 2.04 hereof, Section 2.08 of the Base Indenture, as amended by this Supplemental Indenture, Section 2.10 of the Base Indenture, Section 9.05 hereof and Section 12.03 hereof as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental the Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental the Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent Each Authenticating Agent shall be acceptable to the Company and, except as provided in or pursuant to the Indenture, shall at all times be a Person corporation eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.11 of the Base Indenture that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. Any corporation or other entity into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 7.02 of the Base Indenture, 7.03Section 6.02 hereof, 7.04 and 8.03 Section 6.03 hereof, Section 7.03 hereof and this Section 16.11 14.07 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: , as Authenticating Agent, certifies that this is one of the Notes described in the within-named Indenture. By: Authorized Officer
Appears in 3 contracts
Samples: Supplemental Indenture (Cobalt International Energy, Inc.), Supplemental Indenture (Molycorp, Inc.), Supplemental Indenture (Molycorp, Inc.)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05, 3.06, 3.10 and 3.03 hereof15.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1119.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 8.04 and 8.03 hereof 9.03 and this Section 16.11 19.11 shall be applicable to any authenticating agent.
Appears in 3 contracts
Samples: Indenture (On Semiconductor Corp), Indenture (On Semiconductor Corp), On Semiconductor Corp
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 and 8.03 hereof 8.04, 9.03 and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 3 contracts
Samples: Kulicke and Soffa (Kulicke & Soffa Industries Inc), Kulicke and Soffa (Kulicke & Soffa Industries Inc), Indenture (Mentor Graphics Corp)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 2.07 and 3.03 hereof3.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1115.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 15.12 shall be applicable to any authenticating agent.
Appears in 3 contracts
Samples: Tower Semiconductor LTD, Tower Semiconductor LTD, Tower Semiconductor LTD
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.03 hereof3.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.10. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1116.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 8.04 and 8.03 hereof 9.03 and this Section 16.11 19.12 shall be applicable to any authenticating agent.
Appears in 3 contracts
Samples: Registration Rights Agreement (Alliant Techsystems Inc), Registration Rights Agreement (Alliant Techsystems Inc), Registration Rights Agreement (Alliant Techsystems Inc)
Authenticating Agent. The Trustee may appoint an authenticating agent (an “authenticating agent”) that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerMAALP. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerMAALP. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer MAALP and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer MAALP agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer MAALP and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 3 contracts
Samples: Indenture (Mid-America Apartments, L.P.), Indenture (Mid-America Apartments, L.P.), Indenture (Mid-America Apartments, L.P.)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee Trustee hereunder pursuant to Section 7.09 hereof7.10. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation company is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcompany. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.027.3, 7.037.4, 7.04 and 8.03 hereof 7.5, 8.3 and this Section 16.11 16.14 shall be applicable to any authenticating agent.
Appears in 3 contracts
Samples: Penn Treaty American (Penn Treaty American Corp), Indenture (Penn Treaty American Corp), Penn Treaty American Corp
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes Securities in connection with the original issuance thereof and transfers and exchanges of Notes Securities hereunder, including under Sections Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08 Section 10.04 and 3.03 hereof, Section 15.05 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesSecurities. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Securities by the authenticating agent shall be deemed to be authentication and delivery of such Notes Securities “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Securities for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.08. Any corporation or other entity into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 16.1117.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail deliver notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note RegisterHolders. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections Section 7.02, Section 7.03, 7.04 and Section 7.04, Section 8.03 hereof and this Section 16.11 17.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 17.10, the Securities may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: , as Authenticating Agent, certifies that this is one of the Securities described in the within-named Indenture. By: Authorized Officer
Appears in 3 contracts
Samples: Indenture (Arbor Realty Trust Inc), And (Arbor Realty Trust Inc), Indenture (Arbor Realty Trust Inc)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Debentures "by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof9.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1118.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Note Debenture Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.029.02, 7.039.03, 7.04 9.04 and 8.03 hereof 10.03 and this Section 16.11 18.10 shall be applicable to any authenticating agent.
Appears in 3 contracts
Samples: Indenture (Commscope Inc), Indenture (Commscope Inc), Indenture (Genesis Healthcare Corp)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, behalf of the Trustee and subject to its direction, direction in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08 Section 10.04 and 3.03 hereof, Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes Debentures “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.08. Any corporation or other entity into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 16.1115.09, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.1115.09, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail deliver notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note RegisterHolders. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections Section 7.02, Section 7.03, 7.04 and Section 7.04, Section 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.Section
Appears in 2 contracts
Samples: webfiles.thecse.com, sedar-filings-backup.thecse.com
Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: At Home Corp, Riverstone Networks Inc
Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Viropharma Inc, Semtech Corp
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.
Appears in 2 contracts
Samples: Paying Agent (Digital Realty Trust, L.P.), Digital Realty Trust, L.P.
Authenticating Agent. (a) The Trustee may appoint an one or more authenticating agent that agents with respect to the Securities which shall be authorized to act on its behalf, and subject to its direction, behalf of the Trustee in authenticating the authentication and delivery of Notes Securities in connection with the original issuance thereof and transfers and exchanges issuance, delivery, registration of Notes hereundertransfer, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully exchange or repayment of the Securities. Whenever reference is made in this Agreement to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Securities by the authenticating agent Trustee or the Trustee's certificate of authentication, such reference shall be deemed to be include authentication on behalf of the Trustee by an authenticating agent and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authenticationagent. Such Each authenticating agent shall at all times must be a Person eligible acceptable to serve as trustee hereunder pursuant to Section 7.09 hereofthe Transferor and the Servicer. (b) Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation institution succeeding to the corporate trust agency business of any authenticating agent, shall be the successor of the an authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the parties hereto or the authenticating agent Trustee or such successor corporationauthenticating agent. Any An authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerTransferor. The Trustee may at any time terminate the agency of any an authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an authenticating agent shall cease to be eligible under this Section 16.11acceptable to the Trustee or the Transferor, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a . Any successor authenticating agent to upon acceptance of its appointment hereunder shall become vested with all the Issuer rights, powers and shall mail notice duties of such appointment of a its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to all Holders of Notes as the names Trustee and addresses of such Holders appear on the Note RegisterTransferor. The Issuer Transferor agrees to pay to the each authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentunder this Section. The provisions of Sections 7.0211.1, 7.03, 7.04 11.2 and 8.03 hereof and this Section 16.11 11.3 shall be applicable to any authenticating agent.. (c) Pursuant to an appointment made under this Section, the Securities may have endorsed thereon, in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Securities described in the Pooling and Servicing Agreement. ____________________________ ____________________________ as Authenticating Agent for the Trustee, By _________________________ Authorized Officer Section 6.10
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Partners First Credit Card Master Trust), Pooling and Servicing Agreement (Partners First Receivables Funding Corp)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 and 3.03 hereof3.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.07. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Security Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof 12.03 and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Notes Purchase Agreement (China Security & Surveillance Technology, Inc.), China Security & Surveillance Technology, Inc.
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04Section 2.05, Section 2.06, 2.07, 2.08 Section 2.07 and 3.03 hereofSection 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof6.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Noteholders as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 6.02, 7.03Section 6.03, 7.04 and 8.03 hereof Section 6.04, Section 7.03 and this Section 16.11 15.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Indenture (Sandisk Corp), Sandisk Corp
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof3.04, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.
Appears in 2 contracts
Samples: Indenture (Digital Realty Trust, L.P.), Paying Agent (Digital Realty Trust, L.P.)
Authenticating Agent. So long as any Securities of a series remain outstanding, if the Corporate Trust Office of the Trustee is not located in the Borough of Manhattan, The Trustee may appoint City of New York, New York, or otherwise upon an Issuer Request, there shall be an authenticating agent that (the "Authenticating Agent") appointed, for such period as the Issuer shall be authorized elect, by the Trustee for such series of Securities to act as its agent on its behalf, behalf and subject to its direction, direction in connection with the authentication and delivery of Notes in connection with each series of Securities for which it is serving as Trustee. Securities of each such series authenticated by such Authenticating Agent shall be entitled to the original issuance thereof benefits of this Indenture and transfers shall be valid and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to obligatory for all intents and purposes as though the authenticating agent had been expressly authorized if authenticated by such Trustee. Wherever reference is made in this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Securities of any series by the authenticating agent Trustee for such series or to the Trustee's Certificate of Authentication, such reference shall be deemed to be include authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee for such series except by way of original issuance by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Authenticating Agent for the Trustee’s certificate such series and a Certificate of authenticationAuthentication executed on behalf of such Trustee by such Authenticating Agent. Such authenticating agent Authenticating Agent shall at all times be a Person eligible corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to serve as trustee hereunder pursuant exercise corporate trust powers, having a combined capital and surplus of at least $10,000,000 and subject to Section 7.09 hereofsupervision or examination by Federal or state authority. If the Corporate Trust Office of the Trustee is not located in the Borough of Manhattan, The City of New York, New York, the Authenticating Agent shall have its principal office and place of business in the Borough of Manhattan, The City of New York, New York. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange to which any authenticating agent Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust agency business of any authenticating agentAuthenticating Agent, shall continue to be the successor Authenticating Agent with respect to all series of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, 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 parties hereto or the authenticating agent Trustee for such series or such successor corporationAuthenticating Agent. Any authenticating agent Authenticating Agent may at any time time, and, if it shall cease to be eligible, shall, resign by giving written notice of resignation to the applicable Trustee and to the Issuer. The Trustee for any series of Securities may at any time terminate the agency of any authenticating agent Authenticating Agent for such series by giving written notice of termination to such authenticating agent Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 16.117.14 with respect to one or more or all series of Securities, the Trustee for such series shall either promptly upon Issuer Request appoint a successor authenticating agent or itself assume Authenticating Agent, and the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, Issuer shall give written provide notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses Securities of such Holders appear on series or any Coupons appertaining thereto in the Note Registermanner and to the extent provided in Section 13.4. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Issuer Trustee for the Securities of such series agrees to pay to the authenticating agent Authenticating Agent for such series from time to time such reasonable compensation for its services as services, and the Trustee shall be agreed upon in writing between entitled to be reimbursed for such payment subject to the Issuer and the authenticating agentprovisions of Section 7.6. The provisions Authenticating Agent for the Securities of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 any series shall be applicable to have no responsibility or liability for any authenticating agentaction taken by it as such at the direction of the Trustee for such series.
Appears in 2 contracts
Samples: Itt Corp /Nv/, Itt Corp /Nv/
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05 and 3.03 hereof3.06, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1115.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 15.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: United Dominion (United Dominion Realty Trust Inc), Indenture (RAIT Financial Trust)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04Section 4.12, 2.06, 2.07, 2.08 Section 4.16 and 3.03 hereof, Section 11.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee Trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation or other entity into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 16.1117.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.1117.10, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Noteholders as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 8.02, 7.03Section 8.03, 7.04 and 8.03 hereof Section 8.04, Section 9.03 and this Section 16.11 17.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 17.10, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: , as Authenticating Agent, certifies that this is one of the Notes described in the within-named Indenture. By: Authorized Officer
Appears in 2 contracts
Samples: Indenture (Horizon Lines, Inc.), Indenture (Horizon Lines, Inc.)
Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Indenture (Level One Communications Inc /Ca/), Premiere Technologies Inc
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04Section 2.05, Section 2.06, Section 2.07, 2.08 Section 2.08, Section 10.04, Section 13.02(d) and 3.03 hereof, Section 14.03 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental the Indenture and those Sections hereof to authenticate and deliver Notes. For all purposes of this Supplemental the Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.08. Any corporation or other entity into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 16.1116.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.1116.10, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections Section 7.02, Section 7.03, 7.04 Section 7.04, Section 8.03 and 8.03 hereof and this Section 16.11 16.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 16.10, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: __________________________, as Authenticating Agent, certifies that this is one of the Notes described in the within-named Indenture. By: ____________________ Authorized Officer
Appears in 2 contracts
Samples: First Supplemental Indenture (GSV Capital Corp.), Second Supplemental Indenture (Trinity Capital Inc.)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.03 hereof3.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Debentures "by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1116.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Note Debenture Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 8.04 and 8.03 hereof 9.03 and this Section 16.11 16.12 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Indenture (Kellwood Co), Indenture (Wild Oats Markets Inc)
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04Section 2.05, Section 2.06, 2.07, 2.08 Section 2.07 and 3.03 hereofSection 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof6.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Noteholders as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 6.02, 7.03Section 6.03, 7.04 and 8.03 hereof Section 6.04, Section 7.03 and this Section 16.11 15.10 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Cadence Design Systems Inc, Cadence Design Systems Inc
Authenticating Agent. The Trustee may appoint As long as any of the Notes remain Outstanding, upon a Company Order there shall be an authenticating agent that appointed by the Trustee for such period as the Company shall be authorized elect, to act on its behalf, behalf of the Trustee and subject to its direction, in the authentication and delivery of Notes direction in connection with the original issuance thereof and transfers and exchanges authentication of the Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to all intents and purposes as though the set forth in this Indenture. Such authenticating agent had been expressly shall at all times be a banking corporation organized and doing business under the laws of the United States or any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $60,000,000 subject to supervision or examination by this Supplemental Indenture Federal or State authority, or an affiliate of such banking corporation, which is also a corporation organized and those Sections doing business under the laws of the United States or of any State, authorized under such laws to authenticate exercise corporate trust powers, having a combined capital and deliver Notessurplus of at least $10,000,000 subject to supervision or examination by Federal or State authority. For all If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Supplemental Indenture, Section 10.13 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Whenever reference is made in this Indenture to the authentication and delivery of Notes by the authenticating agent Trustee or the Trustee's certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of such Notes “the Trustee by the Trustee” an authenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereofagent. Any corporation into in which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust agency business of any authenticating agent, shall continue to be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or the authenticating agent or such successor corporationagent. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under in accordance with the provisions of this Section 16.1110.13, the Trustee promptly shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.written
Appears in 2 contracts
Samples: Indenture (Litchfield Financial Corp /Ma), Indenture (Litchfield Financial Corp /Ma)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 2.07 and 3.03 hereof3.01, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all 72 purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1115.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 7.04, 7.05, 8.03 hereof and this Section 16.11 15.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Indenture (Nii Holdings Inc), Indenture (Nii Holdings Inc)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Debentures "by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof9.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1117.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Note Debenture Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.029.02, 7.039.03, 7.04 9.04 and 8.03 hereof 10.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Indenture (Williams Companies Inc), Williams Companies Inc
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04Article 2, 2.06, 2.07, 2.08 Section 11.04 and 3.03 hereof, Section 16.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation or other entity into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to all or substantially all the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 8.02, 7.03Section 8.03, 7.04 and 8.03 hereof Section 8.04, Section 9.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: , as Authenticating Agent, certifies that this is one of the Notes described in the within-named Indenture. By: , Authorized Signatory
Appears in 2 contracts
Samples: Indenture (Sina Corp), Indenture (WEIBO Corp)
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee Trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation Successor Company is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationSuccessor Company. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as services, and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Tribune Co), Securities Purchase Agreement (Softkey International Inc)
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Debentures "by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1114.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture andIndenture, and upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Note RegisterDebenture register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02entitled to be reimbursed for such pre-approved payments, 7.03, 7.04 and 8.03 hereof and this subject to Section 16.11 shall be applicable to any authenticating agent7.6.
Appears in 2 contracts
Samples: Indenture (Flowers Industries Inc /Ga), Indenture (Flowers Industries Inc /Ga)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes Securities in connection with the original issuance thereof and transfers and exchanges of Notes Securities hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 14.03 and 3.03 hereof14.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesSecurities. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Securities by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Securities "by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Securities for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof6.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1113.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Securityholders as the names and addresses of such Holders Securityholders appear on the Note Security Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.026.02, 7.036.03, 7.04 6.04 and 8.03 hereof 7.03 and this Section 16.11 13.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Indenture (Commscope Inc), Andrew Corp
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon (to the extent pre-approved by the Company in writing between the Issuer and the authenticating agentwriting). The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Indenture (Ibasis Inc), Ibasis Inc
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 2.07 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof9.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1117.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.029.02, 7.039.03, 7.04 9.04 and 8.03 hereof 10.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Indenture (Atherogenics Inc), Atherogenics Inc
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.03 hereof14.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.07. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Security Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof 12.03 and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Notes Purchase Agreement (China Security & Surveillance Technology, Inc.), China Security & Surveillance Technology, Inc.
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08 Section 10.04, Section 15.04, and 3.03 hereof, Section 16.03 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.08. Any corporation or other entity into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 16.1117.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail deliver notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note RegisterHolders. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections Section 7.02, Section 7.03, 7.04 and Section 7.04, Section 8.03 hereof and this Section 16.11 17.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 17.10, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: __________________________, as Authenticating Agent, certifies that this is one of the Notes described in the within-named Indenture. By: ____________________ Authorized Officer
Appears in 2 contracts
Samples: Indenture (Eos Energy Enterprises, Inc.), Eos Energy Enterprises, Inc.
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08 Section 10.04, Section 15.04 and 3.03 hereof, Section 16.03 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.08. Any corporation or other entity into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to all or substantially all the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 16.1117.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections Section 7.02, Section 7.03, 7.04 and Section 7.04, Section 7.06, Section 8.03 hereof and this Section 16.11 17.11 shall be applicable to any authenticating agent. If an authenticating agent is appointed pursuant to this Section 17.11, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: , as Authenticating Agent, certifies that this is one of the Notes described in the within-named Indenture. By: Authorized Officer.
Appears in 2 contracts
Samples: Open Text Corp, Carbonite Inc
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1115.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 15.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Indenture (KKR Financial Holdings LLC), Indenture (Istar Financial Inc)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1117.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.1117.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 17.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Healthcare Realty Holdings, L.P., Healthcare Realty Holdings, L.P.
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof16.2, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1117.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 18.10 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Rockford Corp), Rockford Corp
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04Section 2.05, Section 2.06, 2.07, 2.08 Section 2.07 and 3.03 hereofSection 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Noteholders as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 8.02, 7.03Section 8.03, 7.04 and 8.03 hereof Section 8.04, Section 9.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Indenture (Maverick Tube Corporation), Encore Capital Group Inc
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.03 hereof3.06, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Indenture (O Reilly Automotive Inc), Indenture (CSK Auto Corp)
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.6, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: International Shipholding Corp, International Shipholding Corp
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1115.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 7.04, 7.05, 8.03 hereof and this Section 16.11 15.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Indenture (Nii Holdings Inc), Indenture (Nii Holdings Inc)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05 and 3.03 hereof3.06, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes Debentures “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Debentures as the names and addresses of such Holders appear on the Note Debenture Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Indenture (Digital Realty Trust, Inc.), Indenture (Digital Realty Trust, Inc.)
Authenticating Agent. The There may be an Authenticating Agent appointed by the Trustee may appoint an authenticating agent that shall be authorized to act as its agent on its behalf, behalf and subject to its direction, direction in connection with the authentication and delivery of the Notes. The Notes in connection with authenticated by such Authenticating Agent shall be entitled to the original issuance thereof benefits of this Indenture and transfers shall be valid and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to obligatory for all intents and purposes as though if authenticated by the authenticating agent had been expressly authorized by this Supplemental Trustee. Wherever reference is made in the Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent Trustee or to the Trustee's certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of such Notes “the Trustee by the Trustee” an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authenticationsuch Authenticating Agent. Such authenticating agent Authenticating Agent shall at all times be a Person eligible organized and doing business under the laws of the United States or of any State, authorized under such laws to serve as trustee hereunder pursuant exercise corporate trust powers, having a combined capital and surplus of at least $25,000,000, subject to Section 7.09 hereofsupervision or examination by Federal or State authority. Any corporation Person into which any authenticating agent Authenticating Agent may be merged or exchanged converted, or with which it may be consolidated, or any corporation Person resulting from any merger, conversion or consolidation or exchange to which any authenticating agent Authenticating Agent shall be a party, or any corporation Person succeeding to the corporate trust agency business of any authenticating agentAuthenticating Agent, shall continue to be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, Authenticating Agent without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Trustee or such successor corporationAuthenticating Agent. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent Authenticating Agent by giving written notice of termination to such authenticating agent Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 16.1113.11, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume Authenticating Agent, which shall be acceptable to the duties Company, and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company, and the Company shall mail give notice of such appointment of a successor authenticating agent to all Holders holders of Notes Notes. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as the names and addresses of such Holders appear on the Note Registerif originally named as Authenticating Agent herein. The Issuer agrees to pay to Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between direction of the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agentTrustee.
Appears in 2 contracts
Samples: Indenture (Synovus Financial Corp), Synovus Financial Corp
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04Section 2.05, Section 2.06, Section 2.07, 2.08 and 3.03 hereofSection 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof6.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Noteholders as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 6.02, 7.03Section 6.03, 7.04 and 8.03 hereof Section 6.04, Section 7.03 and this Section 16.11 15.10 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: Forest City Enterprises Inc, Forest City Enterprises Inc
Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent.
Appears in 2 contracts
Samples: E Trade Group Inc, E Trade Group Inc
Authenticating Agent. The Trustee may appoint an authenticating agent that No successor Authenticating Agent shall be authorized to act on its behalf, and subject to its direction, in appointed unless eligible under the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes provisions of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerSection. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent each Authenticating Agent from time to time such reasonable compensation for its services as under this Section, and the Trustee shall be agreed upon entitled to be reimbursed for such payments, in writing between accordance with, and subject to the Issuer and the authenticating agentprovisions of, Section 907. The provisions of Sections 7.02308, 7.03904 and 905 shall be ap- plicable to each Authenticating Agent. If an appointment with respect to the Securities of one or more series shall be made pursuant to this Section, 7.04 the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ------------------------ 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 8.03 hereof 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 16.11 and in accordance with such procedures as shall be applicable acceptable to any authenticating agent.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 TEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
Appears in 1 contract
Samples: Texas Utilities Electric Co
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08 2.10, 3.04 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1115.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 8.04 and 8.03 hereof 9.03 and this Section 16.11 15.11 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: Indenture (Dynegy Inc /Il/)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes of any series hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof3.03, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesNotes of such series. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes of the applicable series by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes of such series for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1116.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes of the applicable series as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 16.12 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: Essex Portfolio Lp
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Debentures "by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1116.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture andIndenture, and upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Note Register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: Omnicom Group Inc
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture andIndenture, and upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: Cymer Inc
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.03 hereof3.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.10. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1117.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 8.04 and 8.03 hereof 9.03 and this Section 16.11 17.12 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: Indenture (Dress Barn Inc)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05, 3.06, 3.10 and 3.03 hereof15.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 8.04 and 8.03 hereof 9.03 and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: Amdocs LTD
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: International Rectifier Corp /De/
Authenticating Agent. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.062.03, 2.07, 2.08 2.08, 3.05 and 3.03 hereof10.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent Authenticating Agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent Authenticating Agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent Authenticating Agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of any authenticating agentAuthenticating Agent, shall be the successor of the authenticating agent Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1111.14, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Authenticating Agent or such successor corporation. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent Authenticating Agent by giving written notice of termination to such authenticating agent Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent Authenticating Agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent Authenticating Agent or itself assume the duties and obligations of the former authenticating agent Authenticating Agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agentAuthenticating Agent, if made, shall give written notice of such appointment of a successor authenticating agent Authenticating Agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent Authenticating Agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agentAuthenticating Agent. The provisions of Sections 7.022.12, 7.03, 7.04 and 8.03 hereof 7.04, 7.07 and this Section 16.11 11.14 shall be applicable to any authenticating agentAuthenticating Agent.
Appears in 1 contract
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee Trustee hereunder pursuant to Section 7.09 hereof7.10. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation company is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcompany. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.027.3, 7.037.4, 7.04 and 8.03 hereof 7.5, 8.3 and this Section 16.11 16.14 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: Indenture (Adaptec Inc)
Authenticating Agent. The Trustee may may, with the consent of the Company, appoint an authenticating agent that additional Authenticating Agent or Agents acceptable to the Company with respect to the Debentures to authenticate Debentures issued upon exchange or substitution pursuant to this Indenture. Debentures authenticated by an Authenticating Agent shall be authorized entitled to act on its behalfthe benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, and subject every reference in this Indenture to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent Trustee or the Trustee's certificate of authentication shall be deemed to be include authentication and delivery on behalf of such Notes “the Trustee by the Trustee” an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authenticationAuthenticating Agent. Such authenticating agent Each Authenticating Agent shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any state thereof, the District of Columbia, England and Wales or Luxembourg, authorized under such laws to act as Authenticating Agent and subject to supervision or examination by government or other fiscal authority. If at any time an Authenticating Agent shall cease to be eligible to serve as trustee hereunder pursuant to in accordance with the provisions of this Section 7.09 hereof8.13, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 8.13. Any corporation into which any authenticating agent an Authenticating Agent may be merged or exchanged converted or with which it may be consolidatedconsolidate, or any corporation resulting from any merger, conversion or consolidation or exchange to which any authenticating agent such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any authenticating agentan Authenticating Agent, shall continue to be the successor of the authenticating agent hereunderan Authenticating Agent, if provided such successor corporation is shall be otherwise eligible under this Section 16.118.13, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or the authenticating agent or such successor corporationAuthenticating Agent. Any authenticating agent An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent an Authenticating Agent by giving written notice of termination thereof to such authenticating agent Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent such Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 16.118.13, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, Authenticating Agent which shall give written notice of such appointment of a successor authenticating agent be acceptable to the Issuer 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 mail notice be appointed unless eligible under the provisions of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Registerthis Section 8.13. The Issuer Company agrees to pay to the authenticating agent each Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and under this Section 16.11 shall be applicable 8.13. If an Authenticating Agent is appointed with respect to any authenticating agent.the Debentures pursuant to this Section 8.13, the Debentures may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: "This is one of the Debentures referred to in the within-mentioned Indenture. First Bank National Association, doing business as Colorado National Bank, as Trustee By [Authenticating Agent], as Authenticating Agent By: _________________________ Authorized Signatory"
Appears in 1 contract
Samples: Indenture (KFX Inc)
Authenticating Agent. The Trustee Securities Administrator may appoint an authenticating agent that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08 Section 10.04 and 3.03 hereof, Section 14.03 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the TrusteeSecurities Administrator” and a certificate of authentication executed on behalf of the Trustee Securities Administrator by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the TrusteeSecurities Administrator’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.08. Any corporation or other entity into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 16.1116.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee Trustee, the Securities Administrator and to the IssuerCompany. The Trustee Securities Administrator may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.1116.10, the Trustee shall either promptly Securities Administrator may appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeSecurities Administrator), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections Section 7.02, Section 7.03, 7.04 and Section 7.04, Section 8.03 hereof and this Section 16.11 16.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section, the Notes may have endorsed thereon, in addition to the Securities Administrator’s certificate of authentication, an alternative certificate of authentication in the following form: , as Authenticating Agent, certifies that this is one of the Notes described in the within-named Indenture. By: Authorized Officer
Appears in 1 contract
Samples: BlackRock Kelso Capital CORP
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.03 hereof3.06, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: Indenture (CSK Auto Corp)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof3.03, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.
Appears in 1 contract
Samples: Digital Realty Trust, L.P.
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05 and 3.03 hereof3.06, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: Indenture (BioMed Realty Trust Inc)
Authenticating Agent. The Trustee may shall upon Company request appoint an one or more authenticating agent that agents (including, without limitation, the Company or any Affiliate thereof) with respect to one or more series of Debt Securities which shall be authorized to act on its behalf, and subject to its direction, behalf of the Trustee in the authentication and delivery authenticating Debt Securities of Notes such series in connection with the original issuance thereof and transfers and exchanges issue, delivery, registration of Notes hereundertransfer, including under Sections 2.04exchange, 2.06, 2.07, 2.08 and 3.03 hereof, as fully partial redemption or repayment of such Debt Securities. Wherever reference is made in this Indenture to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debt Securities by the authenticating agent Trustee or the Trustee's certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of such Notes “the Trustee by the Trustee” an authenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent shall must be deemed acceptable to satisfy the Company and must be a corporation organized and doing business under the laws of the United States or of any requirement hereunder State, having a combined capital and surplus of at least $1,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities or the equivalent foreign authority, in the Notes for the Trustee’s certificate case of authentication. Such an authenticating agent shall at all times be a Person eligible to serve who is not organized and doing business under the laws of the United States or of any State thereof or the District of Columbia. The Trustee hereby initially appoints Norwest Bank Minnesota, N.A. as trustee hereunder pursuant to Section 7.09 hereofits authenticating agent. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust agency business of any authenticating agent, shall be the successor of the an authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Trustee or such successor corporationauthenticating agent. Any An authenticating agent may at any time resign with respect to one or more series of Debt Securities by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent with respect to one or more series of Debt Securities by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an authenticating agent shall cease to be eligible under in accordance with the provisions of this Section 16.11Section, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a . Any successor authenticating agent to the Issuer upon acceptance of its appointment hereunder shall become vested with all rights, powers and shall mail notice duties of such appointment of a its predecessor hereunder, with like effect as if originally named as an authenticating agent herein. No successor authenticating agent to all Holders shall be appointed unless eligible under the provisions of Notes as the names and addresses of such Holders appear on the Note Registerthis Section. The Issuer Company agrees to pay to the each authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentunder this Section. The provisions of Sections 7.02104, 7.03111, 7.04 306, 309, 603, 604 and 8.03 hereof and this Section 16.11 605 shall be applicable to any authenticating agent.. Pursuant to each appointment made under this Section, the Debt Securities of each series covered by such appointment may have endorsed thereon, in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Debt Securities, of the series designated herein, described in the within-mentioned Indenture. ____________________________________________ By _________________________________________ As Authenticating Agent for the Trustee By _________________________________________ Authorized Officer ARTICLE 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 with respect to Debt Securities of each series for which it acts as Trustee:
Appears in 1 contract
Samples: Indenture (Wells Fargo & Co/Mn)
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections Section 2.04, 2.06Section 2.05, Section 2.06 and Section 2.07, 2.08 and 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof6.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Noteholders as the names and addresses of such Holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 6.02, 7.03Section 6.03, 7.04 and 8.03 hereof Section 6.04, Section 7.03 and this Section 16.11 15.10 shall be applicable to any authenticating agent.
Appears in 1 contract
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3, and 3.03 hereof15.2, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Debentures "by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee Trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture andIndenture, and upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a 80 successor authenticating agent to all Holders of Notes Debentures as the names and addresses of such Holders appear on the Note RegisterDebenture register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.1, 7.038.2, 7.04 and 8.03 hereof 8.3, 8.4, 8.7, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: Whole Foods Market Inc
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08 Section 10.04 and 3.03 hereof, Section 15.03 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes Debentures “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.08. Any corporation or other entity into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Debenture Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections Section 7.02, Section 7.03, 7.04 and Section 7.04, Section 8.03 hereof and this Section 16.11 17.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section, the Debentures may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: , as Authenticating Agent, certifies that this is one of the Debentures described in the within-named Indenture. By: Authorized Officer
Appears in 1 contract
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 3.3 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate -104- of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 8.9 hereof. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1119.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.1119.10, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon (to the extent pre-approved by the Company in writing between the Issuer and the authenticating agentwriting). The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 8.4, 9.3 hereof and this Section 16.11 19.10 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: Indenture (Ibasis Inc)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1116.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and Company and, at the Company’s expense, shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 7.04, 7.05, 8.03 hereof and this Section 16.11 16.10 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: Indenture (Agco Corp /De)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04Article II, 2.06, 2.07, 2.08 Article III and 3.03 hereofSection 4.09, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1115.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and Company and, at the Company’s expense, shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 7.04, 7.05, 8.03 hereof and this Section 16.11 15.11 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: Indenture (Agco Corp /De)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08 Section 10.04, Section 15.04 and 3.03 hereof, Section 16.03 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the 84 Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.08. Any corporation or other entity into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 16.1117.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail deliver notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note RegisterHolders. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections Section 7.02, Section 7.03, 7.04 and Section 7.04, Section 8.03 hereof and this Section 16.11 17.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 17.10, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: __________________________, as Authenticating Agent, certifies that this is one of the Notes described in the within-named Indenture. By: ____________________ Authorized Officer
Appears in 1 contract
Samples: Eos Energy Enterprises, Inc.
Authenticating Agent. The Trustee may appoint an authenticating agent (the "Authenticating Agent") that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.062.03, 2.07, 2.08 2.08, 3.08 and 3.03 hereof10.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent Authenticating Agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent Authenticating Agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent Authenticating Agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of any authenticating agentAuthenticating Agent, shall be the successor of the authenticating agent Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 16.112.14, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Authenticating Agent or such successor corporation. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent Authenticating Agent by giving written notice of termination to such authenticating agent Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent Authenticating Agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent Authenticating Agent or itself assume the duties and obligations of the former authenticating agent Authenticating Agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agentAuthenticating Agent, if made, shall give written notice of such appointment of a successor authenticating agent Authenticating Agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent Authenticating Agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agentAuthenticating Agent. The provisions of Sections 7.022.12, 7.03, 7.04 and 8.03 hereof 7.04, 7.07 and this Section 16.11 2.14 shall be applicable to any authenticating agentAuthenticating Agent.
Appears in 1 contract
Samples: Indenture (Xoma LTD /De/)
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04Section 2.05, Section 2.06, Section 2.07, Section 2.08 and 3.03 hereofSection 3.06, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Debentures "by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. 110 Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Debentureholders as the names and addresses of such Holders holders appear on the Note RegisterDebenture register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent's fees to be unreasonable. The provisions of Sections 7.02Section 8.02, 7.03Section 8.03, 7.04 and 8.03 hereof Section 8.04, Section 9.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent.
Appears in 1 contract
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.062.03, 2.07, 2.08 2.08, 2.10, 3.03 and 3.03 hereof3.09, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Debentures "by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.10. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1116.13, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Note Debenture Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 16.13 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: Millennium Chemicals Inc
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08 Section 2.07 and 3.03 hereofSection 3.06, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.06. The provisions of Sections 7.02Section 8.02, 7.03Section 8.03, 7.04 and 8.03 hereof Section 8.04, Section 9.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: Indenture (Sepracor Inc /De/)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08 Section 10.04 and 3.03 hereof, Section 15.03 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes Debentures “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.08. Any corporation or other entity into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Debenture Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections Section 7.02, Section 7.03, 7.04 and Section 7.04, Section 8.03 hereof and this Section 16.11 17.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section, the Debentures may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: __________________________, as Authenticating Agent, certifies that this is one of the Debentures described in the within-named Indenture. By: ____________________ Authorized Officer
Appears in 1 contract
Authenticating Agent. The Trustee may appoint an authenticating agent acceptable to the Company that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08 Section 10.04 and 3.03 hereof, Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.08. 117 Any corporation or other entity into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 16.1117.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail deliver notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note RegisterHolders. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections Section 7.02, Section 7.03, 7.04 and Section 7.04, Section 8.03 hereof and this Section 16.11 17.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 17.10, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: __________________________, as Authenticating Agent, certifies that this is one of the Notes described in the within-named Indenture. By: ____________________ Authorized Officer
Appears in 1 contract
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail deliver notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: Indenture (Pennsylvania Real Estate Investment Trust)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.62 DM_US 172750087-7.111690.0021
Appears in 1 contract
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating 76 83 agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: Getty Images Inc
Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: Indenture (Sepracor Inc /De/)
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05 and 3.03 hereof3.10, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1115.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 7.04, 8.03 hereof and this Section 16.11 15.11 shall be applicable to any authenticating agent.
Appears in 1 contract
Samples: Indenture (Triarc Companies Inc)
Authenticating Agent. The (a) Trustee may appoint an one or more authenticating agent that agents with respect to the Certificates which shall be authorized to act on its behalf, and subject to its direction, behalf of Trustee in authenticating the authentication and delivery of Notes Certificates in connection with the original issuance thereof and transfers and exchanges issuance, delivery, registration of Notes hereundertransfer, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully exchange or repayment of the Certificates. Whenever reference is made in this Agreement to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Certificates by the authenticating agent Trustee or Trustee's certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of such Notes “Trustee by the Trustee” an authenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authenticationagent. Such Each authenticating agent shall at all times must be a Person eligible acceptable to serve as trustee hereunder pursuant to Section 7.09 hereofTransferor. (b) Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation institution succeeding to the corporate trust agency business of any authenticating agent, shall be the successor of the an authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Trustee or such successor corporationauthenticating agent. Any (c) An authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerTransferor. The Trustee may at any time terminate the agency of any an authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an authenticating agent shall cease to be eligible under this Section 16.11acceptable to Trustee or Transferor, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a . Any successor authenticating agent to upon acceptance of its appointment hereunder shall become vested with all the Issuer rights, powers and shall mail notice duties of such appointment of a its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to all Holders of Notes as the names Trustee and addresses of such Holders appear on the Note RegisterTransferor. The Issuer (d) Trustee agrees to pay to the each authenticating agent from time to time such reasonable compensation for its services as under this Section 6.8, and Trustee shall be agreed upon in writing between entitled to be reimbursed and Servicer shall reimburse Trustee for such reasonable payments actually made, subject to the Issuer and the authenticating agentprovisions of Section 11.5. (e) The provisions of Sections 7.0211.1, 7.03, 7.04 11.2 and 8.03 hereof and this Section 16.11 11.3 shall be applicable to any authenticating agent.. (f) Pursuant to an appointment made under this Section 6.8, the Certificates may have endorsed thereon, in lieu of Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the certificates described in the Pooling and Servicing Agreement. _______________________________________ as Authenticating Agent for Trustee, By:____________________________________ Authorized Officer" SECTION 6.9
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First National Bank of Commerce)
