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 12 contracts
Sources: Supplemental Indenture, Supplemental Indenture, Supplemental Indenture
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 11 contracts
Sources: Senior Indenture (Healthcare Realty Holdings, L.P.), Senior Indenture (Healthcare Realty Holdings, L.P.), Indenture (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
Sources: Indenture (Ibasis Inc), Indenture (Sepracor Inc /De/), Indenture (Financial Federal 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.
Appears in 7 contracts
Sources: 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
Sources: 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
Sources: Indenture (Healthcare Trust of America Holdings, LP), Indenture (AFC Gamma, Inc.), Indenture (Innovative Industrial Properties 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 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
Sources: Indenture (Idacorp Trust Iii), Indenture (Idacorp Trust Iii), Indenture (Idacorp 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 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
Sources: Indenture (IMH Financial Corp), Indenture (IMH Financial Corp), Indenture (IMH Financial 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 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 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 3 contracts
Sources: Indenture (American Dairy Inc), Indenture (Origin Agritech LTD), Indenture (American Dairy 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
Sources: Indenture (On Semiconductor Corp), Indenture (On Semiconductor Corp), Indenture (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 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
Sources: Indenture (Mentor Graphics Corp), Indenture (Mentor Graphics Corp), 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 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
Sources: 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 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
Sources: Indenture (Tower Semiconductor LTD), Indenture (Tower Semiconductor LTD), Indenture (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
Sources: Indenture (Alliant Techsystems Inc), Indenture (Alliant Techsystems Inc), Indenture (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
Sources: Indenture (Mid-America Apartments, L.P.), Indenture (Mid-America Apartments, L.P.), Indenture (Mid-America Apartments, L.P.)
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
Sources: Indenture (Covanta Capital Trust Iii), Indenture (Idaho Power Co), Indenture (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
Sources: Indenture (Atlantic Coast Airlines Inc), Indenture (Atlantic Coast Airlines Inc), Indenture (Kellstrom Industries 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 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. Authorized Officer
Appears in 3 contracts
Sources: Indenture (Arbor Realty Trust Inc), Indenture (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
Sources: 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, 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
Sources: Indenture (Kulicke & Soffa Industries Inc), Indenture (Kulicke & Soffa Industries Inc), Indenture (Mentor Graphics 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 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
Sources: 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 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
Sources: Indenture (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, 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 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
Sources: Indenture (China Security & Surveillance Technology, Inc.), Indenture (China Security & Surveillance Technology, 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. 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
Sources: Indenture (Digital Realty Trust, Inc.), Indenture (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 3.02 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
Sources: Indenture (China Security & Surveillance Technology, Inc.), Notes Purchase Agreement (China Security & Surveillance Technology, 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 16.1115.11, 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
Sources: 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 2.04, 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
Sources: Indenture (O Reilly Automotive Inc), 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 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
Sources: Indenture (Digital Realty Trust, Inc.), Indenture (Digital Realty Trust, 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
Sources: Indenture (WEIBO Corp), Indenture (Sina 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 2.04Section 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
Sources: Indenture (Horizon Lines, Inc.), Indenture (Horizon Lines, 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
Sources: Indenture (Williams Companies Inc), Indenture (Williams Companies 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 hereof3.01, 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 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
Sources: 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 2.04, 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
Sources: Indenture (Digital Realty Trust, L.P.), Indenture (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 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
Sources: Indenture (KKR Financial Holdings LLC), Nineteenth Supplemental 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
Sources: Subordinated Indenture (Healthcare Realty Holdings, L.P.), Subordinated Indenture (Healthcare Realty Holdings, 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 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
Sources: Indenture (Wild Oats Markets Inc), Indenture (Kellwood 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 2.04, 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
Sources: Indenture (Digital Realty Trust, L.P.), Indenture (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 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
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, 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 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 16.11, 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 7.02Section 8.02, 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 1 contract
Sources: Indenture (LTX 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 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 1 contract
Sources: Indenture (Healthcare Trust of America Holdings, LP)
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 a 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 $50,000,000 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 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 agentAuthenticating 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
Sources: Indenture (Whole Foods Market 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 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
Sources: Indenture (Triarc Companies 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 16.1119.10, 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 16.11Section, 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 19.10 shall be applicable to any authenticating agent.
Appears in 1 contract
Sources: Indenture (Gencorp 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 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 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 16.1117.11, 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 1 contract
Sources: Indenture (Durect 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 Debentures in connection with the original issuance thereof and transfers transfers, exchanges and exchanges substitutions of Notes Debentures hereunder, including under Sections Section 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.04(b), 12.04 and 3.03 hereof, 16.02 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 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 16.1118.11, 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 7.02Section 9.02, 7.039.04, 7.04 and 8.03 hereof 9.05, 10.03 and this Section 16.11 18.11 shall be applicable to any authenticating agent.
Appears in 1 contract
Sources: Indenture (Lucent Technologies 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
Sources: 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 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 16.11, 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 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 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
Sources: Indenture (GLG Partners, 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 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 16.1115.10, 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 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 15.10 shall be applicable to any authenticating agent.
Appears in 1 contract
Sources: Indenture (Ventas 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 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
Sources: Indenture (Getty Images 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 hereof8.08. 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 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 17.10 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 Section 17.11. Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and 94 #91808965v6 10058821.1
Appears in 1 contract
Sources: Indenture (Euronet Worldwide 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 '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 1 contract
Sources: Indenture (Axcelis Technologies 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 Section 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 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, 7.038.03, 7.04 and 8.03 hereof 8.04, 9.03 and this Section 16.11 shall be applicable to any authenticating agent.
Appears in 1 contract
Sources: Indenture (Globespan 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 3.02 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 '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 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 16.1116.12, 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 18.12 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 in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections Section 2.04, 2.06Section 305 of the Original Indenture, 2.07, 2.08 Section 3.03 and 3.03 hereofSection 3.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this First Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this First 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 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 16.1113.11, 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 First 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 Noteholders as the names and addresses of such Holders Noteholders 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
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 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 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 16.1116.12, 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 send 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 16.12 shall be applicable to any authenticating agent.
Appears in 1 contract
Sources: Indenture (Headwaters Inc)
Authenticating Agent. The (a) Trustee may appoint an one or more --------------------- authenticating agent agents with respect to the Certificates that 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 registration of, transfer, exchange or repayment of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully 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” its duly authorized authenticating agent and a certificate of authentication executed on behalf of the Trustee by such 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 agent.
(b) Any Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof. Any corporation into which any the 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 the authenticating agent shall be a party, or any corporation Person succeeding to the corporate trust business of any the authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto or hereto, anything herein to the authenticating agent or such successor corporation. Any contrary notwithstanding.
(c) An authenticating agent may at any time resign by giving written notice of resignation to Trustee, the Trustee Controlling Party and to the IssuerServicer. The Trustee may at any time terminate the agency of any an authenticating agent by giving written notice of termination to such authenticating agent agent, the Controlling Party and to the IssuerServicer. 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 the Controlling Party, Trustee may and shall at the Trustee shall either promptly written direction of the Controlling Party 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 Trustee and the names and addresses of such Holders appear on the Note Register. The Issuer Controlling Party.
(d) Trustee agrees to bear and pay to the authenticating agent from time to time all fees and expenses of any such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. .
(e) The provisions of Sections 7.0210.01, 7.03, 7.04 10.02 and 8.03 hereof and this Section 16.11 10.03 shall be applicable ------------------------------- to any authenticating agent.
(f) If an authenticating agent shall have been appointed pursuant to this Section 6.09, the Certificates may have endorsed thereon, in addition to ------------ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within-mentioned Pooling and Servicing Agreement. as Authenticating Agent for Trustee, By: Authorized Signatory
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Rockford Industries 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 2.08, 3.03 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 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 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 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
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 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
Sources: Indenture (Extra Space Storage 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 a 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 $50,000,000 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 and the Guarantor. 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 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, 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 '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 16.1119.11, 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 7.029.02, 7.039.03, 7.04 9.04 and 8.03 hereof 10.03 and this Section 16.11 19.11 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 authenticating and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.2, 2.062.6, 2.072.7, 2.08 2.9, 3.3, 14.2 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 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 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 authenticated 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 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 7.6. The provisions of Sections 7.027.2, 7.037.3, 7.04 and 8.03 hereof 7.4, 8.3 and this Section 16.11 16.12 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 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 76 174 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
Sources: Lease Agreement (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, 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 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 (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
Sources: Indenture (Iomega 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 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 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 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 hereof8.9. 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 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 shall be agreed upon (to the extent pre-approved by the Company in writing between the Issuer writing), 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
Appears in 1 contract
Sources: Indenture (Alkermes 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 98 110 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 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 1 contract
Sources: Indenture (Imclone Systems Inc/De)
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 a 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 $50,000,000 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 and the Guarantor. 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 1 contract
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 a 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 $50,000,000 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 15.5. 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 1 contract
Sources: Junior Subordinated Indenture (Endurance Specialty Holdings 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 hereof8.09. 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 16.1117.12, 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
Sources: Indenture (Ryerson Tull 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 3.02 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
Sources: 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 Securities in connection with the original issuance thereof and transfers and exchanges of Notes Securities hereunder, including under Sections 2.042.05, 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 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 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 Securities as the names and addresses of such Holders appear on the Note Security 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
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 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 16.11, 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 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 shall be applicable to any authenticating agent.
Appears in 1 contract
Sources: 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 2.04, 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 16.1117.12, 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
Sources: Indenture (Headwaters 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, 2.062.03, 2.07, 2.08 2.08, 2.10, 3.02 and 3.03 hereof3.07, 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 16.1116.13, 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 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 16.13 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 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 '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 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, 2.05, 2.06, 2.07, 2.08 3.03, 3.04, 3.05 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 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 16.1116.10, 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 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 16.10 shall be applicable to any authenticating agent.
Appears in 1 contract
Sources: 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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3, 3.5 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 certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.9. 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 7.027.2, 7.037.3, 7.04 7.4 and 8.03 hereof 8.3 and this Section 16.11 15.11 shall be applicable to any authenticating agent.
Appears in 1 contract
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, 3.06, 3.11 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 16.1112.14, 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 IssuerIssuers. 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 IssuerIssuers. 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 16.11, 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 Issuers 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 agrees Issuers agree 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 Issuers 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 12.14 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, 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 '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 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 16.1115.12, 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 15.12 shall be applicable to any authenticating agent.
Appears in 1 contract
Sources: Indenture (Town & Country 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 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 hereof7.09. 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 16.1116.13, 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
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
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 a 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 $50,000,000 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 and the Guarantor. 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 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, 2.05, 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 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 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, 2.05, 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 holders of Notes Debentures 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 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 1 contract
Sources: Indenture (Mentor Graphics 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 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 in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including including, without limitation, under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.02, 3.03 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 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 16.1117.12, 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 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 17.12 shall be applicable to any authenticating agent.
Appears in 1 contract
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 a 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 $50,000,000 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 1 contract
Sources: Subordinated Indenture (Aspen Insurance Holdings 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 Section 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 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 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 16.11, 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 7.02Section 8.02, 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 1 contract
Sources: Indenture (LTX 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 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 1 contract
Sources: Indenture (Jetblue Airways 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 2.03, 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
Sources: 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
Sources: Indenture (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
Sources: Indenture (Omnicom Group 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 10.04 and 3.03 hereof, Section 14.04 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 hereofSection 7.09. 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 Section 7.02, Section 7.03, 7.04 and Section 7.04, Section 8.03 hereof and this Section 16.11 Section 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 1 contract
Sources: Indenture (WEIBO Corp)
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 16.1112.14, 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 12.14 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, 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 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 16.11, 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 shall be applicable to any authenticating agent.
Appears in 1 contract
Sources: Indenture (Standard Management Corp)
Authenticating Agent. The Upon the request of the Trust Administrator, each Co-Trustee may shall appoint an authenticating agent that shall be authorized Authenticating Agent, with power to act on its behalf, the applicable Co-Trustee's behalf and subject to its direction, direction in the authentication and delivery of Notes the Certificates 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 hereofSection 4.02, as fully to all intents and purposes as though the authenticating agent Authenticating Agent had been expressly authorized by this Supplemental Indenture and those Sections that Section to authenticate and deliver NotesCertificates. For all purposes of this Supplemental IndentureAgreement, the authentication and delivery of Notes Certificates by the authenticating agent Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of such Notes “Certificates by the applicable Co-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 Authenticating Agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to meeting the requirements for a Co-Trustee set forth in Section 7.09 hereof12.06, other than Section 12.06(iv). Any corporation or national banking association into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, consolidation or exchange conversion to which any authenticating agent Authenticating Agent shall be a party, or any corporation or national banking association succeeding to the corporate trust business of any authenticating agentAuthenticating Agent, shall be the successor of the authenticating agent Authenticating Agent hereunder, if such successor corporation or national banking association 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 Authenticating Agent or such successor corporation. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the applicable Co-Trustee and to the IssuerTrust Administrator. The A Co-Trustee may at any time terminate the agency of any authenticating agent Authenticating Agent appointed by it by giving written notice of termination to such authenticating agent Authenticating Agent and to the IssuerServicer. 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 applicable Co-Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties Authenticating Agent 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 Certificateholders as the their names and addresses of such Holders appear on the Note Certificate Register. The Issuer Servicer 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 and the authenticating agentservices. The provisions of Sections 7.02, 7.03, 7.04 4.04 and 8.03 hereof and this Section 16.11 12.03 shall be applicable to any authenticating agentAuthenticating Agent.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Money Store Home Equity 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 2.04, 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 hereof12.09. 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 16.1113.17, 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 7.02, 7.03, 7.04 and 8.03 hereof and If an authenticating agent is appointed pursuant to this Section 16.11 shall be applicable 13.17, the Notes may have endorsed thereon, in addition to any authenticating agent.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 1 contract
Sources: Indenture (Workhorse 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 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
Sources: Indenture (Ibasis Inc)