Certain Roles Clause Samples

The 'Certain Roles' clause defines specific positions or responsibilities within an agreement, outlining which parties are assigned particular duties or authority. This clause typically identifies roles such as project manager, liaison, or authorized representative, and may specify the scope of their decision-making power or communication responsibilities. By clearly designating these roles, the clause helps prevent confusion over who is responsible for key actions or decisions, ensuring accountability and smooth coordination between parties.
Certain Roles. (a) Each reference to the Trustee or any agent in the Original Indenture, to the extent it relates to the performance of duties or the exercise of rights assigned by this First Supplemental Indenture, the Notes, or the Agency Agreement, in each case to the Paying Agent, shall be deemed to be a reference to the Paying Agent. (b) The references to the Trustee in Section 2.1 of the Original Indenture, the reference to the Trustee in Section 2.10 of the Original Indenture, each related reference in the Original Indenture to the Trustee receiving Securities for cancellation or cancelling Securities (including such references contained in the definition of “Outstanding” and in Sections 2.1 and 10.1 of the Original Indenture), and each other reference to the Trustee or any agent, to the extent it relates to the performance of duties or the exercise of rights assigned by this First Supplemental Indenture, the Notes, or the Agency Agreement, in each case to the Security Registrar, shall be deemed to be a reference to the Security Registrar. (c) Each reference to the Trustee or any agent, to the extent it relates to the performance of duties or the exercise of rights assigned by this First Supplemental Indenture, the Notes, or the Agency Agreement, in each case to the Authenticating Agent, shall be deemed to be a reference to the Authenticating Agent. (d) Notwithstanding anything to the contrary, the Series Trustee, Paying Agent, Security Registrar, and Authenticating Agent may, with the consent of the Issuer, provide for the performance of any of the duties to be performed by any of them under the Indenture or the Notes to be performed by another of them, subject to the terms of the Indenture, and any duties so performed shall be deemed to have been performed by the appropriate party for all purposes under the Indenture and the Notes.