Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. One Officer of the Issuer shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 3 contracts

Sources: Indenture (Western Digital Corp), Indenture, Indenture

Execution and Authentication. One Officer Two Officers of the Issuer Company shall sign the Notes for the Issuer Company, by manual or facsimile signature. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the such Note is authenticated such Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the a Note has been duly authenticated and delivered under in accordance with the terms of this Indenture. On the Issue DateThe Trustee, upon a written order of the receipt Company signed by two Officers of the Company (an Issuer "Authentication Order"), the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer Ordersuch order. Such Issuer Authentication Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and shall certify that such issuance delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an any such authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentauthenticating agent of the Trustee. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with the Company or agent for service an Affiliate of notices and demandsthe Company.

Appears in 3 contracts

Sources: Indenture (Esterline Technologies Corp), Indenture (Armor Holdings Inc), Indenture (O Charleys Inc)

Execution and Authentication. One At least one Officer of the Issuer shall Company must sign the Notes for the Issuer Company and at least one Officer of each Guarantor must sign the Note Guarantee for such Guarantor, in each case, by manual or facsimile signature. If The failure of an Officer whose signature is on a Note no longer holds to continue to hold that office at the time a Note is authenticated will not affect the Trustee authenticates validity of the Note, the Note shall be valid nevertheless. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The Such signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On The Trustee shall authenticate and deliver: (i) on the Issue Date, an aggregate principal amount of $216.5 million of Initial Notes, and (ii) Exchange Notes to be issued in an Exchange Offer pursuant to the Registration Rights Agreement, for a like principal amount of Initial Notes, in each case upon the receipt of a written order of the Company signed by two Officers (an Issuer “Authentication Order, the ”). The Trustee shall also authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes as contemplated elsewhere in this Indenture upon receipt of an aggregate principal amount specified in an Issuer Authentication Order. Such Issuer Each Authentication Order shall specify the Person(s) in the name(s) of which the Notes are to be registered, the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional the Notes is to be authenticated and shall certify that such issuance is authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed $216.5 million, except as provided in compliance with Section 4.032.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such an agent. An authenticating agent has the same rights as any Registraran Agent to deal with Holders, Paying Agent or agent for service of notices the Company and demandsits Affiliates.

Appears in 2 contracts

Sources: Indenture (Alon Refining Krotz Springs, Inc.), Indenture (Alon USA Energy, Inc.)

Execution and Authentication. One (a) At least one Officer of the Issuer shall sign execute the Notes for on behalf of the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon the receipt of a written order and delivery instruction of the Issuer signed by an Issuer Officer (an “Authentication Order”), the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 andthe Initial Notes. In addition, at any time and from time to time thereaftertime, the Trustee shall upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer such Authentication Order shall specify the amount of the for such Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03. issued hereunder. (d) The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, a Paying Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 2 contracts

Sources: Subscription Agreement, Senior Secured Notes Indenture (Postmedia Network Canada Corp.)

Execution and Authentication. One At least one Officer of the Issuer shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 200,000,000 million of 10.50011% Senior Unsecured Subordinated Notes due 2024 Due 2014 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer Ordersuch order, in each case upon a written order of the Company signed by at least one Officer of the Company. Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated and and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Sources: Indenture (Leasehold Resource Group LLC), Indenture (SHG Holding Solutions Inc)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature of an authorized signatory officer of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue DateThe Trustee shall, upon a written order of the receipt of Company signed by an Issuer OrderOfficer, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured (1) Initial Notes due 2024 and, at any time and from time for original issue up to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified stated in paragraph 6 of the Initial Notes and (2) Exchange Notes for issue only in a Registered Exchange Offer, pursuant to the Registration Rights Agreement, in exchange for Initial Notes for a like principal amount. The Trustee shall, upon a written order of the Company signed by an Issuer OrderOfficer, authenticate Additional Notes for original issue up to euro150,000,000 aggregate principal amount. Such Issuer Order Upon original issue, Additional Notes shall specify be treated as Initial Notes for all purposes of this Indenture, and upon exchange for Notes registered under the Securities Act pursuant to a Registered Exchange Offer, Additional Notes delivered in such exchange shall be treated as Exchange Notes for all purposes of this Indenture. The aggregate principal amount of Notes outstanding at any time shall not exceed the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is set forth herein, except as provided in compliance with Section 4.032.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registraran Agent to deal with Holders, Paying Agent the Company or agent for service of notices and demandsan Affiliate.

Appears in 2 contracts

Sources: Indenture (NTL Communications Corp), Indenture (NTL Communications Corp)

Execution and Authentication. One Officer of the Issuer Two officers shall sign the New Notes for the Issuer by manual manual, electronic or facsimile signature. If an Officer officer whose signature is on a New Note no longer holds that office at the time the Trustee authenticates the New Note, the New Note shall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver New Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such New Note, an Officers’ Certificate and an Opinion of Counsel and the Trustee in accordance with such written order of the Issuer shall authenticate and deliver such New Note. A New Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the New Note. The signature shall be conclusive evidence that the New Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the New Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate New Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Note Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Sources: Indenture (Level 3 Parent, LLC), Indenture (Level 3 Parent, LLC)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note Notes shall nevertheless be valid neverthelessvalid. At any time, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order, shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory authenticated by the manual or facsimile signature of the Trustee manually signs the certificate of authentication on the Noteor an authenticating agent. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt The Notes shall originally be issued only in registered form without coupons and only in denominations of an Issuer Order, the $1,000 of principal amount and any integral multiples of $1,000 in excess thereof. The Trustee shall authenticate and deliver $3,350,000,000 the Notes for original issue in the principal amount of 10.500% Senior Unsecured Notes due 2024 andthe Notes, at any time and from time to time thereafter, upon receipt by the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer of a Company Order. Such Issuer Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall specify the amount of the Additional Notes to be authenticated and promptly confirmed in writing. Each Note shall be dated the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03its authentication. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with the Company or agent for service an Affiliate of notices and demandsthe Company.

Appears in 2 contracts

Sources: Indenture (KKR Real Estate Finance Trust Inc.), Indenture (Redwood Trust Inc)

Execution and Authentication. One Officer of the Issuer shall sign the Notes for the Issuer Issuer. The Company shall execute the Guarantee in the manner set forth in Section 10.05. The signatures required by this paragraph may be manual or facsimile signaturesignatures. If an Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the The Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, for original issue in the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in of not more than $40,000,000, pursuant to a written order of the Issuer signed by an Issuer OrderOfficer of the Issuer. Such Issuer Order The order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional the Notes is to be authenticated and shall certify that such issuance is authenticated. The aggregate principal amount of Notes which may be outstanding any time may not exceed $72,250,000, except as provided in compliance with Section 4.032.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any RegistrarRegistrar (as defined below), Paying Agent (as defined below) or agent for service of notices and demands.

Appears in 2 contracts

Sources: Indenture (Pt Polytama Propindo), Indenture (Pt Polytama Propindo)

Execution and Authentication. (a) One Officer of the Issuer shall sign the Notes for the Issuer Company by manual or facsimile signature. . (b) The Trustee shall, upon a written order of the Company signed by one Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and Deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.07, of which $800.0 million will be issued on the Issue Date. (c) The Initial Notes shall be issued upon original issue as Global Notes. (d) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (e) A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The Such signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee A Note shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and dated the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03. its authentication. (f) The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registraran Agent to deal with Holders or an Affiliate of the Company. (g) The Trustee shall also authenticate and deliver Notes at the times and in the manner specified in Section 2.08, Paying Agent or agent for service of notices 2.09, 2.12, 3.06, 4.11(h), 4.17(c) and demands9.04 hereof.

Appears in 2 contracts

Sources: Indenture (Vital Energy, Inc.), Indenture (Vital Energy, Inc.)

Execution and Authentication. One An authorized Officer of the Issuer shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this IndentureAgreement. On the Issue Date, upon the receipt of an Issuer Order, the The Trustee shall authenticate and deliver $3,350,000,000 Notes upon a written order of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes Company in the form of an aggregate principal amount specified in Officer's Certificate of the Company (an Issuer "Authentication Order"). Such Issuer Order Each such written order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is are to be authenticated authenticated, and whether the Notes are to be issued as certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, the first such written order from the Company shall certify that such issuance is in compliance with Section 4.03be accompanied by an Opinion of Counsel. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture Agreement to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service of notices and demandsthe Company.

Appears in 2 contracts

Sources: Indenture (Amerco /Nv/), Indenture (Amerco /Nv/)

Execution and Authentication. One (a) At least one Officer shall execute the Notes on behalf of the Issuer shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form provided for in Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon the receipt of a written order of the Company signed by an Issuer Officer (an "Authentication Order"), the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 andthe Initial Notes. In addition, at any time and from time to time thereaftertime, the Trustee shall shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer such Authentication Order shall specify the amount of the for such Additional Notes to be authenticated and issued hereunder and, in the date on which the issue case of any issuance of Additional Notes is pursuant to be authenticated and Section 2.01, shall certify that such issuance is in compliance with Section 4.03. 4.09. (d) The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 2 contracts

Sources: Indenture (Hudbay Minerals Inc.), Indenture (Hudbay Minerals Inc.)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Initial Issuance Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 250.0 million of 10.5006.625% Senior Unsecured Notes due 2024 2021 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer Ordersuch order, in each case upon a written order of the Issuers. Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Sources: Indenture (Legacy Reserves Inc.), Indenture (Legacy Reserves Lp)

Execution and Authentication. One Officer of the Issuer Two Officers shall sign the Notes for the each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature (which may be by facsimile) of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at At any time and from time to time thereafterafter the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver Additional Notes in upon a written order of the Company signed by an aggregate principal amount specified in Officer of the Company (an Issuer “Authentication Order”). Such Issuer Authentication Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue Notes are to be authenticated, and whether the Notes are to be issued as one or more Global Notes and such other information as the Company may include or the Trustee may reasonably request. The aggregate principal amount of Additional Notes is to which may be authenticated and shall certify that such issuance delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 2 contracts

Sources: Indenture (ExamWorks Group, Inc.), Indenture (Verity Administrators, Inc.)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the Issuer by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual, electronic or facsimile signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On The Trustee shall, upon a written order of the Issuer signed by one Officer directing the Trustee to authenticate and deliver the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with (an “Authentication Order”), authenticate Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the Notes, provided that no Opinion of Counsel shall be required with respect to the authentication of the Initial Notes on the Issue Date, upon the receipt . The aggregate principal amount of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, outstanding at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes may not exceed such amount except as provided in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03SECTION 2.17 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service the Issuer or an Affiliate of notices and demandsthe Issuer.

Appears in 2 contracts

Sources: Indenture (Triumph Group Inc), Indenture (Triumph Group Inc)

Execution and Authentication. One At least one Officer of the Issuer shall must sign the Notes for the each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue DateThe Trustee will, upon the receipt of a written order of the Issuers signed by an Officer of each Issuer (an “Authentication Order”), the Trustee shall authenticate and deliver $3,350,000,000 Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of 10.500% Senior Unsecured Notes due 2024 and, outstanding at any time and from time to time thereafter, may not exceed the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified of Notes authorized for issuance by the Issuers pursuant to one or more Authentication Orders, except as provided in an Issuer OrderSection 2.07 hereof. Such Issuer The Authentication Order shall specify set forth the number of separate Note certificates, the principal amount of each of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated authenticated, the registered holder of cash of the said Notes, and shall certify that such issuance is in compliance with Section 4.03delivery instructions. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 2 contracts

Sources: Indenture (SITEL Worldwide Corp), Indenture (Catalog Resources, Inc.)

Execution and Authentication. One An Officer of the each Issuer shall sign the Notes for the such Issuer by manual or facsimile signaturesignature which may be imprinted or otherwise reproduced thereon. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 800,000,000 of 10.5005.625% Senior Unsecured Notes due 2024 2026 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuers signed by an Officer of each Issuer (the “Issuer Order”). Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Sources: Indenture (Hess Midstream Partners LP), Indenture (Hess Midstream LP)

Execution and Authentication. One Officer of the Issuer shall sign the Notes for the Issuer Issuer. The Company shall execute the Guarantee in the manner set forth in Section 10.05. The signatures required by this paragraph may be manual or facsimile signaturesignatures. If an Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the The Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, for original issue in the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in of not more than $120,000,000, pursuant to a written order of the Issuer signed by an Issuer OrderOfficer of the Issuer. Such Issuer Order The order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional the Notes is to be authenticated and shall certify that such issuance is authenticated. The aggregate principal amount of Notes which may be outstanding any time may not exceed $120,000,000, except as provided in compliance with Section 4.032.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any RegistrarRegistrar (as defined below), Paying Agent (as defined below) or agent for service of notices and demands.

Appears in 2 contracts

Sources: Indenture (Pt Polytama Propindo), Indenture (Pt Polytama Propindo)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 325.0 million of 10.500% Senior Unsecured Initial Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer such order, in each case upon receipt of a Company Order. Such Issuer Company Order shall comply with Section 11.05 and shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Sources: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. One Officer Two Officers of the Issuer Company shall sign the Notes for the Issuer Company, by manual or facsimile signature. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the such Note is authenticated such Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the a Note has been duly authenticated and delivered under in accordance with the terms of this Indenture. On the Issue DateThe Trustee, upon a written order of the receipt Company signed by two Officers of the Company (an Issuer “Authentication Order”), the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer Ordersuch order. Such Issuer Authentication Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and shall certify that such issuance delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an any such authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentauthenticating agent of the Trustee. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with the Company or agent for service an Affiliate of notices and demandsthe Company.

Appears in 2 contracts

Sources: Indenture (Esterline Technologies Corp), Indenture (Esterline Technologies Corp)

Execution and Authentication. One Officer The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (i) Original Securities for original issue on the Issue Date in an aggregate principal amount of $110,000,000 and (ii) Additional Conditional Securities for original issue pursuant to Section 2.01(c). Such order shall specify the amount of the Securities to be authenticated, the form in which the Securities are to be authenticated and the date on which the original issue of Securities is to be authenticated. One Officer shall sign the Notes Securities for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the NotesSecurities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Sources: Purchase Agreement (Vivus Inc), Indenture (Vivus Inc)

Execution and Authentication. One Officer of the Issuer shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 750 million of 10.500% Senior Unsecured 2024 Notes due 2024 and $500 million of 2026 Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and shall certify that such issuance delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Sources: Indenture (Alcoa Upstream Corp), Indenture (Alcoa Inc.)

Execution and Authentication. One At least one Officer of the Issuer shall Company must sign the Notes for the Issuer Company and at least one Officer of each of the Guarantors must sign the Note Guarantee for such Guarantor, in each case, by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the The Trustee shall authenticate and deliver $3,350,000,000 deliver: (i) on the date of 10.500% Senior Unsecured Notes due 2024 andthis Indenture, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified of $200.0 million of 105/8% Senior Secured Notes due 2014, (ii) any Additional Notes in accordance with Section 4.09 hereof, and (iii) Exchange Notes for issue only in an Issuer Exchange Offer pursuant to a Registration Rights Agreement, for a like principal amount of Notes, in each case upon receipt of a written order of the Company signed by two Officers (an “Authentication Order”). Such Issuer Authentication Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional the Notes is to be authenticated and shall certify that such authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance is by the Company pursuant to one or more Authentication Orders, except as provided in compliance with Section 4.032.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 2 contracts

Sources: Indenture (CPM Holdings, Inc.), Indenture (CPM Holdings, Inc.)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the Issuer Company by manual or facsimile signature. Typographic errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Note which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee signs manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the The Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured make available for delivery Notes due 2024 and, at any time and from time to time thereafter, for original issue in the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in of $345,000,000 upon receipt of a written order or orders of the Company signed by an Issuer Officer of the Company (a “Company Order”). Such Issuer The Company Order shall specify the amount of the Additional Notes to be authenticated authenticated, shall provide that all such Notes will be represented by a Global Note and the date on which the each original issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03authenticated. The initial aggregate principal amount of Notes outstanding at any time may not exceed $345,000,000 except as provided in Section 2.07. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Appears in 2 contracts

Sources: Indenture (Micron Technology Inc), Indenture (Micron Technology Inc)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Initial Issuance Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 200 million aggregate principal amount of 10.500% Senior Unsecured Initial Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer such order, in each case upon receipt of a Company Order. Such Issuer Company Order shall comply with Section 11.05 and shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Sources: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. One At least one Officer of the Issuer shall must sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue DateThe Trustee will, upon the receipt of a written order of the Issuer signed by two Officers of the Issuer (an Issuer “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including (a) $750,000,000 aggregate principal amount of Initial 2029 Notes to be issued on the Trustee shall authenticate date of this Indenture and deliver any Additional 2029 Notes and (b) $3,350,000,000 750,000,000 aggregate principal amount of 10.500% Senior Unsecured Initial 2032 Notes due 2024 and, to be issued on the date of this Indenture and any Additional 2032 Notes. The aggregate principal amount of Notes of a series outstanding at any time and from time to time thereafter, may not exceed the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified of Notes of such series authorized for issuance by the Issuer pursuant to one or more Authentication Orders, except as provided in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.032.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 2 contracts

Sources: Indenture (Sunoco LP), Indenture (Sunoco LP)

Execution and Authentication. One Officer of the Issuer or more Officers shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On All Notes shall be dated the Issue Date, upon the receipt date of an Issuer Order, the their authentication. The Trustee shall authenticate and deliver $3,350,000,000 make available for delivery upon a written order of 10.500% Senior Unsecured the Company signed by one Officer, (1) Original Notes due 2024 and, at any time and from time to time thereafter, for original issue on the Trustee shall authenticate and deliver Additional Notes date hereof in an aggregate principal amount specified of up to $81,075,497.50, and (2) subject to the terms of this Indenture, Additional Notes in an Issuer Orderunlimited aggregate principal amount. Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03whether the Notes are to be Original Notes or Additional Notes. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuerCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Sources: Indenture (Otelco Inc.), Indenture (Otelco Telecommunications LLC)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the Issuer Company by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note Notes shall nevertheless be valid neverthelessvalid. At any time, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order, shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Noteor an authenticating agent. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt The Notes shall originally be issued only in registered form without coupons and only in minimum denominations of an Issuer Order, the $1,000 of principal amount or in denominations that are any integral multiples of $1,000 in excess thereof. The Trustee shall authenticate and deliver $3,350,000,000 the Notes for original issue in the principal amount of 10.500% Senior Unsecured Notes due 2024 andthe Notes, at any time and from time to time thereafter, upon receipt by the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer of a Company Order. Such Issuer Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall specify the amount of the Additional Notes to be authenticated and promptly confirmed in writing. Each Note shall be dated the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03its authentication. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with the Company or agent for service an Affiliate of notices and demandsthe Company.

Appears in 2 contracts

Sources: Indenture (Redwood Trust Inc), Indenture (Redwood Trust Inc)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the Upon receipt of a written order signed by an Officer of each Issuer (an “Authentication Order”), the Trustee shall authenticate and deliver $3,350,000,000 450.0 million of 10.5008.250% Senior Unsecured Notes due 2024 2032 on the Initial Issuance Date, and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer such Authentication Order. Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Global Partners Lp)

Execution and Authentication. One Officer The Notes shall be executed on behalf of the Issuer Company by two Officers of the Company or an Officer and the Secretary 35 -28- or an Assistant Secretary of the Company. Such signature may be either manual or facsimile. The Company's seal shall sign be impressed, affixed, imprinted or reproduced on the Notes for the Issuer by manual or and may be in facsimile signatureform. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of The Trustee or an Issuer Order, the Trustee authenticating agent shall authenticate and deliver Notes for original issue in the aggregate principal amount of $3,350,000,000 250,000,000 (including $10,000,000 aggregate principal amount of 10.500% Senior Unsecured Notes due 2024 and, which may be issued upon exercise of the Over-allotment Option) upon a Company Request. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. The Notes shall be issuable only in registered form without coupons and from time to time thereafter, the Trustee shall authenticate only in denominations of $1,000 and deliver Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03integral multiples thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as any Registrar, Paying an Agent to deal with the Company or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Sources: Indenture (Outdoor Systems Inc)

Execution and Authentication. One At least one Officer of the Issuer Company shall sign the Notes for on behalf of the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Initial Issuance Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 350,000,000 of 10.50012% Senior Unsecured First Priority Notes due 2024 2018 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer Ordera written order of the Company. Such Issuer Order order shall specify the aggregate principal amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Endeavour International Corp)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature of an authorized signatory officer of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue DateThe Trustee shall, upon a written order of the receipt of Company signed by an Issuer OrderOfficer, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured (1) Initial Notes due 2024 and, at any time and from time for original issue up to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified stated in paragraph 6 of the Initial Notes and (2) Exchange Notes for issue only in a Registered Exchange Offer, pursuant to the Registration Rights Agreement, in exchange for Initial Notes for a like principal amount. The Trustee shall, upon a written order of the Company signed by an Issuer OrderOfficer, authenticate Additional Notes for original issue up to $500,000,000 aggregate principal amount. Such Issuer Order Upon original issue, Additional Notes shall specify be treated as Initial Notes for all purposes of this Indenture, and upon exchange for Notes registered under the Securities Act pursuant to a Registered Exchange Offer, Additional Notes delivered in such exchange shall be treated as Exchange Notes for all purposes of this Indenture. The aggregate principal amount of Notes outstanding at any time shall not exceed the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is set forth herein, except as provided in compliance with Section 4.032.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registraran Agent to deal with Holders, Paying Agent the Company or agent for service of notices and demandsan Affiliate.

Appears in 1 contract

Sources: Indenture (NTL Communications Corp)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual, facsimile or electronic signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On All Notes shall be dated the Issue Datedate of their authentication. The Trustee shall, upon the receipt of an a written Issuer Order, Order signed by one Officer directing the Trustee shall to authenticate and deliver $3,350,000,000 the Notes and certifying that all conditions precedent to the issuance of 10.500% Senior Unsecured the Notes due 2024 andcontained herein have been complied with ( an “Authentication Order”) and an Opinion of Counsel, authenticate Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the reverse of the Notes. The aggregate principal amount of Notes outstanding at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes may not exceed such amount except as provided in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.032.17 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service the Issuer or an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Sources: Indenture (Carrols Restaurant Group, Inc.)

Execution and Authentication. One (a) An Officer of the Issuer shall sign the Notes for the Issuer by manual or facsimile signaturesignature which may be imprinted or otherwise reproduced thereon. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. . (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered under this Indenture. . (c) On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 794,994,000 of 10.5005.625% Senior Unsecured Notes due 2024 2026 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuer signed by an Officer of the Issuer (the “Issuer Order”). Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03. authenticated. (d) The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Hess Midstream Partners LP)

Execution and Authentication. One Officer (a) The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (i) A Notes for original issue on the date as specified in accordance with the following sentence in an aggregate principal amount of $750 million and (ii) B Notes for original issue on the date as specified in accordance with the following sentence in an aggregate principal amount of $500 million. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be A Notes or B Notes. (b) One duly authorized Officer shall sign the Notes for the Issuer by manual or facsimile signature. . (c) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. . (d) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03. . (e) The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Capmark Financial Group Inc.)

Execution and Authentication. One An Officer of the Issuer shall must sign the Notes for the Issuer by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual or facsimile signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Closing Date, upon the receipt of an Issuer Order, the Trustee shall shall, upon receipt of a written order of the Issuer signed by an Officer (an "Authentication Order"), authenticate and deliver the Initial Notes for original issue up to (i) $3,350,000,000 600,000,000 in aggregate principal amount of 10.5008.375% Senior Unsecured Notes due 2024 2019 and (ii) £350,000,000 in aggregate principal amount of 8.875% Senior Notes due 2019, as the case may be, and, upon delivery of any Authentication Order at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue, or Definitive Notes issued pursuant to Section 2.06 hereof, in an aggregate principal amount specified in an Issuer such Authentication Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Responsible Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Sources: Indenture (Virgin Media Inc.)

Execution and Authentication. One Officer of the Issuer shall sign the Notes Securities for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, shall issue and the Trustee shall authenticate and deliver $3,350,000,000 500,000,000 of 10.5006.750% Senior Unsecured Notes due 2024 Due 2027 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes Securities for original issue in an aggregate principal amount specified by the Issuer in such order, in each case upon a written order of the Issuer signed by an Issuer OrderOfficer of the Issuer. Such Issuer Order order shall specify the amount of the Additional Notes Securities to be authenticated and the date on which the original issue of Additional Notes Securities is to be authenticated and and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with this Indenture, including Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the NotesSecurities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Century Communities, Inc.)

Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Issuer shall sign the Notes for the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form provided for in Exhibit A attached hereto, by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon the receipt of the Issuers’ order (an Issuer “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer OrderNotes. Such Issuer Authentication Order shall specify the amount of the Additional Notes to be authenticated and and, in the date on which the issue case of any issuance of Additional Notes is pursuant to be authenticated and Section 2.01, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Sources: Indenture (Zayo Group LLC)

Execution and Authentication. One At least one Officer of the Issuer shall sign the Notes for the Issuer by manual or facsimile signature. An Officer of Iron Mountain and each Subsidiary Guarantor shall sign the Note Guarantee, or in lieu thereof, this Indenture or any supplemental indenture, as the case may be, for Iron Mountain and the Subsidiary Guarantor, as applicable, by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note or Note Guarantee shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs or an authentication agent (the certificate of authentication on the Note“Authentication Agent”). The Such signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On The Trustee or the Issue DateAuthentication Agent shall, upon the receipt of an a Company Order and any other deliverables required hereunder, authenticate up to $750,000,000 aggregate principal amount of Initial Notes and such amount of Additional Notes as the Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and may issue from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03time. The Trustee may appoint an authenticating agent reasonably Authentication Agent acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent the Authentication Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authentication Agent. An authenticating agent The Authentication Agent has the same rights as any Registraran Agent to deal with the Issuer, Paying Agent Iron Mountain or agent for service of notices and demandsan Affiliate.

Appears in 1 contract

Sources: Senior Notes Indenture (Iron Mountain Inc)

Execution and Authentication. One Officer of the Issuer shall sign the Notes for the Issuer by manual or facsimile electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 500 million of 10.500% Senior Unsecured Original 2030 Notes due 2024 and $500 million of Original 2032 Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and shall certify that such issuance delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Alcoa Corp)

Execution and Authentication. One At least one Officer of the Issuer shall must sign the Notes for the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On The Trustee shall authenticate and deliver: (i) on the Issue Date, upon the receipt an aggregate principal amount of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500200.0 million 8.125% Senior Unsecured Subordinated Notes due 2024 and2014, at any time and from time to time thereafter, the Trustee shall authenticate and deliver (ii) Additional Notes for an original issue in an aggregate principal amount specified in the written order of the Issuers pursuant to this Section 2.02 and (iii) Exchange Notes for issue only in an Issuer Exchange Offer pursuant to a Registration Rights Agreement, for a like principal amount of Initial Notes or Additional Notes, in each case upon a written order of the Issuers signed by one Officer (an “Authentication Order”). Such Issuer Authentication Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional the Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Sources: Indenture (Kraton Polymers LLC)

Execution and Authentication. One Officer or more Responsible Officers of the Issuer shall sign the Notes for on behalf of the Issuer by manual manual, facsimile or facsimile electronic signature. If an a Responsible Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Noteor an authenticating agent. The signature shall be conclusive evidence that the Note has 55 been duly authenticated and delivered under this Indenture. A Note shall be dated the date of its authentication unless otherwise provided by resolution of the Board of Directors of the Issuer, a supplemental indenture or an Officer’s Certificate. On the Issue Closing Date, the Trustee shall, upon the receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in for an aggregate principal amount specified in an Issuer Order. Such Issuer such Authentication Order shall specify the amount of the for such Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of services of notices and demands.

Appears in 1 contract

Sources: Indenture (Alaska Air Group, Inc.)

Execution and Authentication. One Officer of the Issuer Company shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 1,000,000,000 of 10.5005.750% Senior Unsecured Secured Notes due 2024 2032 and, at any time and from time to time thereafter, upon receipt of a Company Order, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer a Company Order. Such Issuer Company Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.034.03 and Section 4.13. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Responsible Officer, a copy of which shall be furnished to the IssuerCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Qnity Electronics, Inc.)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Initial Issuance Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 600.0 million of 10.5007.0% Senior Unsecured Notes due 2024 2018 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer Ordersuch order, in each case upon a written order of the Issuers. Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Inergy L P)

Execution and Authentication. One At least one Officer of the Issuer shall PES must sign the Notes for the Issuer PES by manual or facsimile signature. If an Officer of PES whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the The Trustee shall authenticate and deliver $3,350,000,000 deliver: (i) on the date of 10.500% Senior Unsecured Notes due 2024 andthis Indenture, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified of $115 million of Notes, (ii) any Additional Notes in accordance with Section 4.09 hereof, which shall constitute a distinct issuance of Notes but be considered the same class and shall be in the same form as the Initial Notes and which are not limited in principal amount except as otherwise provided in Section 4.09, and (iii) Exchange Notes for issue only in an Issuer Exchange Offer pursuant to the Registration Rights Agreement, for a like principal amount of Notes, in each case upon receipt of a written order of PES signed by two Officers (an “Authentication Order”). Such Issuer Authentication Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional the Notes is to be authenticated and shall certify that such authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance is by PES pursuant to one or more Authentication Orders, except as provided in compliance with Section 4.032.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer PES to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsPES.

Appears in 1 contract

Sources: Indenture (Platinum Pressure Pumping, Inc.)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Initial Issuance Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 350.0 million of 10.5005 3/4% Senior Unsecured Notes due 2024 2021 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer Ordersuch order, in each case upon a written order of the Issuers. Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Genesis Energy Lp)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the Issuer Company by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Initial Issuance Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 230 million of 10.5006-1/8% Senior Unsecured Notes due 2024 2013 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Issuer OrderOfficer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated and and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Medic Systems Inc)

Execution and Authentication. One Officer The Notes shall be executed on behalf of the Issuer Company by two Officers of the Company or an Officer and an Assistant Secretary of the Company. Such signature may be either manual or facsimile. The Company's seal shall sign be impressed, affixed, imprinted or reproduced on the Notes for the Issuer by manual or and may be in facsimile signatureform. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On The Trustee or an authenticating agent shall authenticate Notes for original issue in the Issue Date, aggregate principal amount of $100,000,000 upon the a Company Request. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. Upon receipt of an Issuer Ordera Company Request, the Trustee shall authenticate and deliver $3,350,000,000 an additional series of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount not to exceed $100,000,000 for issuance in exchange for Notes tendered for exchange pursuant to an exchange offer registered under the Securities Act or pursuant to a Private Exchange (as defined in the Registration Rights Agreement). Exchange Notes may have such distinctive series designation and such changes in the form thereof as are specified in an Issuer Orderthe Company Request referred to in the preceding sentence. Such Issuer Order The Notes shall specify the amount be issuable only in registered form without coupons and only in denominations of the Additional Notes to be authenticated $1,000 and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03integral multiples thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as any Registrar, Paying an Agent to deal with the Company or agent for service of notices and demandsan Affiliate.

Appears in 1 contract

Sources: Indenture (Entex Information Services Inc)

Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Issuer shall sign the Notes for the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form provided for in Exhibit A attached hereto, by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Closing Date, the Trustee shall, upon receipt of the Issuers’ order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Issuer Authentication Order, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer Orderand PIK Notes. Such Issuer Authentication Order shall specify the amount of the Additional Notes to be authenticated and and, in the date on which the issue case of any issuance of Additional Notes is pursuant to be authenticated and Section 2.01, shall certify that such issuance is in compliance with Section 4.034.03 and Section 4.06. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Sources: Indenture (Constellium N.V.)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the Upon receipt of a written order signed by an Officer of each Issuer (an “Authentication Order”), the Trustee shall authenticate and deliver $3,350,000,000 350.0 million of 10.5006.875% Senior Unsecured Notes due 2024 2029 on the Initial Issuance Date, and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer such Authentication Order. Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Global Partners Lp)

Execution and Authentication. One An Officer of the Issuer shall must sign the Notes for the Issuer by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual or facsimile signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Closing Date, upon the receipt of an Issuer Order, the Trustee shall shall, upon receipt of a written order of the Issuer signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes for original issue up to $3,350,000,000 500,000,000 in aggregate principal amount of 10.5005.25% Senior Unsecured Notes due 2024 2022 and, upon delivery of any Authentication Order at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue, or Definitive Notes issued pursuant to Section 2.06 hereof, in an aggregate principal amount specified in an Issuer such Authentication Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Responsible Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Sources: Indenture (Virgin Media Inc.)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Initial Issuance Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 425 million of 10.5006.875% Senior Unsecured Notes due 2024 2014 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer Ordersuch order, in each case upon a written order of the Issuers. Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Inergy L P)

Execution and Authentication. One The Notes shall be executed on behalf of the Company by the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of the Manager and on behalf of Finance Corp. by its Chairman of the Board, its Chief Executive Officer, its President or any of its Vice Presidents, under its corporate seal reproduced or imprinted on the Notes by facsimile or otherwise, and shall be attested by the Secretary or any Assistant Secretary of the Manager and Finance Corp. If an Officer of the Issuer shall sign the Notes for the Issuer by manual Manager or facsimile signature. If an Officer of Finance Corp. whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue DateThe Trustee shall, upon a written order of the receipt Issuers signed by an Officer of an Issuer Ordereach of the Manager, on behalf of the Trustee shall Company, and of Finance Corp., authenticate and deliver Notes for original issue up to $3,350,000,000 225,000,000. The aggregate principal amount of 10.500% Senior Unsecured Notes due 2024 and, outstanding at any time and from time to time thereaftermay not exceed $225,000,000, the Trustee shall authenticate and deliver Additional Notes except as provided in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.032.7 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as any Registrar, Paying an Agent to deal with the Issuers or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Sources: Indenture (U S Timberlands Co Lp)

Execution and Authentication. One At least one Officer of the Issuer shall sign the Notes for the Issuer by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 500,000,000 of 10.5006.250% Senior Unsecured Secured Notes due 2024 Due 2028 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuer signed by two Officers or by an Issuer OrderOfficer and either an assistant Treasurer or an assistant Secretary of the Issuer. Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated and and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.034.09 and Section 4.12. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demandsnotices.

Appears in 1 contract

Sources: Indenture (LSB Industries Inc)

Execution and Authentication. One An authorized Officer of the each Issuer shall sign the Notes for the Issuer Issuers by manual or facsimile signature. If an authorized Officer whose signature is on a Note no longer holds that office at the time the Trustee Notes Administrator authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee Notes Administrator manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured . (i) Original Notes due 2024 and, at any time and from time for original issue up to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified of $299,859,000 and (ii) PIK Notes subject to compliance at the time of issuance of such PIK Notes with the provisions of this Indenture in an Issuer Order. Such Issuer Order shall specify amount necessary to satisfy its obligations under this Indenture and the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03pay PIK Interest. The Trustee Notes Administrator may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an any such authenticating agent may authenticate Notes whenever the Trustee Notes Administrator may do so. Each reference in this Indenture to authentication by the Trustee Notes Administrator includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar Transfer Agent or Paying Agent to deal with the Issuers or agent for service an Affiliate of notices the Issuers. The Notes Administrator shall have the right to decline to authenticate and demandsdeliver any Notes under this Section 2.02 if the Notes Administrator determines that such action may not lawfully be taken or if the Notes Administrator in good faith shall determine that such action would expose the Notes Administrator to personal liability to any Holders.

Appears in 1 contract

Sources: Indenture (Foresight Energy LP)

Execution and Authentication. One The Notes shall be executed by an Officer or an authorized signatory as identified in an Officers’ Certificate (pursuant to a power of the Issuer shall sign attorney or other similar instrument). The signature of any such Officer (or authorized signatory) on the Notes for the Issuer shall be by manual or facsimile signaturesignature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue DateThe Trustee or an authenticating agent shall, upon the receipt of an Issuer a Company Order, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Initial Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer Orderof $325,000,000. Such Issuer Order shall specify the The aggregate principal amount of the Additional Initial Notes to be authenticated and may not exceed $325,000,000 except as provided in Section 2.07 hereof. The Company may issue, without the date on which consent of the issue Holders, an unlimited aggregate principal amount of Additional Notes is to be authenticated and shall certify under the Indenture in accordance with Section 2.13, provided that such issuance is not prohibited by Section 4.09. The Trustee or an authorized agent, shall upon receipt of a Company Order and an Officers’ Certificate and Opinion of Counsel pursuant to Section 13.04 authenticate Additional Notes for original issue in compliance with Section 4.03an aggregate principal amount set forth in the Company Order. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authentication agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in minimum denominations of $2,000 in principal amount and any Registrar, Paying Agent or agent for service integral multiples of notices and demands$1,000 in excess thereof.

Appears in 1 contract

Sources: Indenture (Penn National Gaming Inc)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Initial Issuance Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 400 million aggregate principal amount of 10.500% Senior Unsecured Initial Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer such order, in each case upon receipt of a Company Order. Such Issuer Company Order shall comply with Section 11.05 and shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. One At least one Officer of the Issuer shall must sign the Notes for the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On The Trustee shall authenticate and deliver: (i) on the Issue Date, upon the receipt an aggregate principal amount of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500475.0 million 8 3/4% Senior Unsecured Subordinated Notes due 2024 and2014, at any time and from time to time thereafter, the Trustee shall authenticate and deliver (ii) Additional Notes for an original issue in an aggregate principal amount specified in an Issuer Authentication Order pursuant to this Section 2.02 and (iii) Exchange Notes for issue only in an Exchange Offer pursuant to the Registration Rights Agreement, for a like principal amount of Initial Notes or Additional Notes, in each case upon a written order of the Issuers signed by one Officer (an "Authentication Order"). Such Issuer Authentication Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional the Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Sources: Indenture (Biltmore Surgery Center Holdings Inc)

Execution and Authentication. One Officer of the Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On The Trustee shall authenticate Notes for original issue on the Issue Date, Date in the aggregate principal amount of $575,000,000 upon a written order of the receipt Issuer in the form of an Issuer OrderOfficer’s Certificate. In addition, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes thereafter in an aggregate principal unlimited amount specified (so long as not otherwise prohibited by the terms of this Indenture, including, without limitation, Section 4.10) for original issue upon a written order of the Issuer in the form of an Issuer OrderOfficer’s Certificate. Such Issuer Order Each such Officer’s Certificate shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is are to be authenticated and shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Unless otherwise provided in the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent or agent for service to deal with the Issuer and Affiliates of notices the Issuer. The Notes shall be issuable only in registered form without coupons in denominations of $2,000 and demandsintegral multiples of $1,000 in excess thereof.

Appears in 1 contract

Sources: Indenture (PGT Innovations, Inc.)

Execution and Authentication. One At least one Officer of the Issuer shall must sign the Notes for the Issuer by manual manual, facsimile or facsimile electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue DateThe Trustee will, upon the receipt of a written order of the Issuer signed by an Officer of the Issuer (an “Authentication Order”), authenticate Notes for original issue up to the Trustee shall authenticate and deliver $3,350,000,000 aggregate principal amount of 10.500% Senior Unsecured the Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional that may be validly issued under this Indenture including (i) Initial Notes for original issuance in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the $400,000,000 and (ii) subject to compliance with Sections 5.09 and 5.12, any Additional Notes for original issuance from time to be authenticated and time after the date on which the issue hereof. All Notes issued under this Indenture (including Additional Notes) shall be treated as a single class of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03securities under this Indenture, including for purposes of any vote, consent, waiver or other act of Holders. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Sources: Indenture (Stonemor Inc.)

Execution and Authentication. One Officer of the Issuer shall sign the Notes Securities for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, shall issue and the Trustee shall authenticate and deliver $3,350,000,000 200,000,000 of 10.5006.875% Senior Unsecured Notes due 2024 Due 2021 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes Securities for original issue in an aggregate principal amount specified by the Issuer in such order, in each case upon a written order of the Issuer signed by an Issuer OrderOfficer of the Issuer. Such Issuer Order order shall specify the amount of the Additional Notes Securities to be authenticated and the date on which the original issue of Additional Notes Securities is to be authenticated and and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with the Indenture, including Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the NotesSecurities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (WCI Communities, Inc.)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note Notes shall nevertheless be valid neverthelessvalid. At any time, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order, shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Noteor an authenticating agent. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt The Notes shall originally be issued only in registered form without coupons and only in denominations of an Issuer Order, the $1,000 of principal amount and any integral multiples of $1,000 in excess thereof. The Trustee shall authenticate and deliver $3,350,000,000 the Notes for original issue in the principal amount of 10.500% Senior Unsecured Notes due 2024 andthe Notes, at any time and from time to time thereafter, upon receipt by the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer of a Company Order. Such Issuer Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall specify the amount of the Additional Notes to be authenticated and promptly confirmed in writing. Each Note shall be dated the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03its authentication. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with the Company or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Sources: Indenture (Redwood Trust Inc)

Execution and Authentication. One Officer of the Issuer Two Officers shall sign the Notes Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the The Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, make available for delivery Securities as set forth in the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03Appendix. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuerSecurities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. On the Issue Date, the Trustee shall authenticate and deliver $625,000,000 of 10.75% Senior Notes Due 2016 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03.

Appears in 1 contract

Sources: Indenture (Healthsouth Corp)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Initial Issuance Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 350.0 million of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer Ordersuch order, in each case upon a written order of the Issuers. Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Chesapeake Midstream Partners Lp)

Execution and Authentication. One An Officer of the each Issuer shall sign the Notes for the on behalf of such Issuer by manual or facsimile signature. If an Officer of either Issuer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Initial Issuance Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 750,000,000 of 10.5006.500% Senior Unsecured Notes due 2024 2019 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer Ordera written order of the Issuers. Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Linn Energy, LLC)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the Upon receipt of a written order signed by an Officer of each Issuer (an “Authentication Order”), the Trustee shall authenticate and deliver $3,350,000,000 450.0 million of 10.5007.125% Senior Unsecured Notes due 2024 2033 on the Initial Issuance Date, and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer such Authentication Order. Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Global Partners Lp)

Execution and Authentication. One Officer The Notes shall be executed on behalf of the Issuer shall sign Company by any Officer. The signature of the Officer on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. At any time, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order, shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt The Notes shall originally be issued only in registered form without coupons and only in denominations of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 1,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03any integral multiple thereof. The Trustee may appoint authenticating agents. The Trustee may at any time after the Original Issuance Date appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so, except any Notes issued pursuant to Section 2.07 hereof. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights right to deal with the Company as any Registrar, Paying Agent or agent the Trustee with respect to such matters for service of notices and demandswhich it has been appointed.

Appears in 1 contract

Sources: Indenture (Carriage Services Inc)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Initial Issuance Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 350.0 million of 10.500% Senior Unsecured Initial Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer such order, in each case upon receipt of a Company Order. Such Issuer Company Order shall comply with Section 11.05 and shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. One At least one Officer of each of the Issuer shall Issuers must sign the Notes for the each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue DateThe Trustee will, upon the receipt of a written order of the Issuers signed by an Issuer Officer of each of the Issuers (an “Authentication Order”), authenticate Notes for original issue up to the Trustee shall authenticate and deliver $3,350,000,000 aggregate principal amount of 10.500% Senior Unsecured the Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional that may be validly issued under this Indenture including (i) Initial Notes for original issuance in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes $250,000,000 and (ii) subject to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.035.09, any Additional Notes for original issuance from time to time after the date hereof. All Notes issued under this Indenture (including Additional Notes and Exchange Notes) shall be treated as a single class of securities under this Indenture, including for purposes of any vote, consent, waiver or other act of Holders. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Sources: Indenture (TitleMax of Virginia, Inc.)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Initial Issuance Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 255,927,000 of 10.50097/8% Senior Unsecured Notes due 2024 2018 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer Ordera written order of the Issuers. Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Linn Energy, LLC)

Execution and Authentication. One Officer Two Officers of the each Issuer shall sign the Notes for the Issuer Issuers by manual or facsimile signature. In the case of Definitive Notes, such signatures may be imprinted or otherwise reproduced on such Notes. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual or facsimile signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue DateThe Trustee shall, upon a written order of each of the receipt of Issuers signed by an Issuer Officer (an “Authentication Order”), authenticate Notes for issuance up to the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified stated in an Issuer such Authentication Order; provided that Notes authenticated for issuance on the Issue Date shall not exceed $26,000,000 in aggregate principal amount; provided further that the Additional Notes authenticated for issuance following the Issue Date shall not exceed the Interest and Liquidated Damages paid by issuance thereof pursuant to Section 2.14 hereof. Such Issuer The Authentication Order shall specify set forth the amount of the Additional Notes to be authenticated and authenticated, the date on names in which the issue of Additional Notes is are to be authenticated registered and shall certify that such issuance is in compliance with Section 4.03where the Notes are to be delivered. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Sources: Indenture (TWC Holding Corp.)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the Upon receipt of a written order signed by an Officer of each Issuer (an “Authentication Order”), the Trustee shall authenticate and deliver $3,350,000,000 400.0 million of 10.5007.00% Senior Unsecured Notes due 2024 2027 on the Initial Issuance Date, and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer such Authentication Order. Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Global Partners Lp)

Execution and Authentication. One At least one Officer of the Issuer shall must sign the Notes for the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On The Trustee shall authenticate and deliver: (i) on the Issue Date, upon the receipt an aggregate principal amount at maturity of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500100.0 million 71/4% Senior Unsecured Notes due 2024 and2011, at any time and from time to time thereafter, the Trustee shall authenticate and deliver (ii) Additional Notes for an original issue in an aggregate principal amount at maturity specified in the written order of the Issuers pursuant to this Section 2.02, and (iii) Exchange Notes for issue only in an Issuer Exchange Offer pursuant to a Registration Rights Agreement, for a like principal amount at maturity of Initial Notes or Additional Notes, in each case upon a written order of the Issuers signed by one Officer (an “Authentication Order”). Such Issuer Authentication Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional the Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Sources: Indenture (Interactive Health, Inc.)

Execution and Authentication. One Officer of the Issuer shall sign the Notes for the Issuer by manual manual, facsimile or facsimile electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 500 million of 10.500% Senior Unsecured Original Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and shall certify that such issuance delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Alcoa Corp)

Execution and Authentication. One An Officer of the Issuer Company shall sign the Notes for the on behalf of each Issuer by manual or facsimile signature. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Initial Issuance Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 500.0 million of 10.5005.75% Senior Unsecured Notes due 2024 2025 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer such order, in each case upon a written order of the Issuers (the “Authentication Order”). Such Issuer Authentication Order shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 3.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.035.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Second Supplemental Indenture (Summit Midstream Partners, LP)

Execution and Authentication. One Officer of the Issuer Company shall sign the Notes for the Issuer Company by manual manual, facsimile or facsimile electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 600,000,000 of 10.5006.500% Senior Unsecured Secured Notes due 2024 2030 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer a Company Order. Such Issuer A Company Order delivered to the Trustee in connection with the authentication of Notes under this Section shall specify the amount of the Additional Notes to be authenticated and the date on which such Notes are to be authenticated, and in the issue case of Additional Notes is to be authenticated and Notes, it shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuerCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Beacon Roofing Supply Inc)

Execution and Authentication. One Officer of the Issuer shall sign the Notes for the Issuer by manual manual, facsimile or facsimile electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. The Trustee shall authenticate and make available for delivery Notes as set forth in the Appendix. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 446,167,000 of 10.5009.875% Senior Unsecured Second Lien Notes due 2024 2029 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an such order, in each case upon a written order of the Issuer signed by one Officer (the “Authentication Order”). Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated and and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03Sections 2.13, 4.06 and 4.10. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Responsible Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent appointed by the Trustee may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent appointed by the Trustee has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Graftech International LTD)

Execution and Authentication. (a) One Officer of the Issuer shall sign the Notes for the Issuer Company by manual or facsimile signature. . (b) The Trustee shall, upon a written order of the Company signed by one Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and Deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.07, of which $400.0 million will be issued on the Issue Date. (c) The Initial Notes shall be issued upon original issue as Global Notes. (d) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (e) A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The Such signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee A Note shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and dated the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03. its authentication. (f) The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registraran Agent to deal with Holders or an Affiliate of the Company. (g) The Trustee shall also authenticate and deliver Notes at the times and in the manner specified in Sections 2.08, Paying Agent or agent for service of notices 2.09, 2.12, 3.06, 4.11(h), 4.17(c) and demands9.04 hereof.

Appears in 1 contract

Sources: Indenture (Laredo Petroleum, Inc.)

Execution and Authentication. One Officer of the Issuer Two Officers shall sign the Notes for the Issuer Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile form. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the The Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured (I) Initial Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified of $20,000,000, and (2) Exchange Notes for issue only in a Registered Exchange Offer, pursuant to the Exchange and Registration Rights Agreement, for Initial Notes for a like principal amount of initial Notes exchanged pursuant thereto, in each case upon a written order of the Company signed by two Officers or by an Issuer OrderOfficer and either an Assistant Treasurer or an Assistant Clerk of the Company. Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and shall certify that such issuance is whether the Notes are to be Initial Notes or Exchange Notes. The aggregate principal amount of Notes outstanding at any time may not exceed $20,000,000 except as provided in compliance with Section 4.032.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Supplemental Indenture (Carter Holdings Inc)

Execution and Authentication. One Officer of the Issuer Two Officers shall sign the Notes for the Issuer Company by manual or facsimile signature. The Company’s seal shall be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile form. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the The Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in of $121,558,000 and PIK Notes upon a written order (an Issuer “Authentication Order”) of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is are to be authenticated and shall certify that such authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance is by the Company pursuant to one or more Authentication Orders, except as provided in compliance with Section 4.032.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Wolverine Tube Inc)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Initial Issuance Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 650.0 million aggregate principal amount of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer Ordersuch order, in each case upon a written order of the Issuers. Such Issuer Order order shall specify the aggregate principal amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Mid-States Oilfield Supply LLC)

Execution and Authentication. One Officer of the Issuer Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the The Trustee shall authenticate and deliver Notes for original issue on the Issue Date in the aggregate principal amount of $3,350,000,000 2,300,000,000 upon a written order of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafterthe Company in the form of an Officer’s Certificate. In addition, the Trustee shall authenticate and deliver Additional Notes from time to time thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture) for original issue upon a written order of the Company in the form of an aggregate principal amount specified in an Issuer OrderOfficer’s Certificate. Such Issuer Order Each such Officer’s Certificate shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is are to be authenticated and shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Unless otherwise provided in the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent or agent for service to deal with the Company and Affiliates of notices the Company. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and demandsintegral multiples of $1,000 in excess thereof.

Appears in 1 contract

Sources: Indenture (Western Digital Corp)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Initial Issuance Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 400.0 million of 10.500% 9⅜% Senior Unsecured Notes due 2024 2019 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer such order, in each case upon receipt of a Company Order. Such Issuer Company Order shall comply with Section 11.05 and shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Initial Issuance Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 354,399,000 aggregate principal amount of 10.500% Senior Unsecured Initial Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in an Issuer such order, in each case upon receipt of a Company Order. Such Issuer Company Order shall comply with Section 11.05 and shall specify the amount of the Additional Notes to be authenticated and authenticated, the date on which the original issue of Additional Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Calumet, Inc. /DE)

Execution and Authentication. One (a) At least one Officer of the Issuer shall sign execute the Notes for on behalf of the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon the receipt of a written order and delivery instruction of the Issuer signed by an Issuer Officer (an "Authentication Order"), the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 andthe Initial Notes. In addition, at any time and from time to time thereaftertime, the Trustee shall upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer such Authentication Order shall specify the amount of the for such Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03. issued hereunder.‌ (d) The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, a Paying Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Sources: Senior Secured Notes Indenture

Execution and Authentication. One At least one Officer of the each Issuer shall sign execute the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form of Exhibit A attached hereto by the manual or electronic signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon the receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in for an aggregate principal amount specified in an Issuer Order. Such Issuer such Authentication Order shall specify the amount of the for such Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent an Affiliate of the Issuers. The exchange of copies of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery as to the parties hereto for service purposes of notices this Section 2.02 and demandssuch copies may be used in lieu of the original versions of such signature pages for all purposes.

Appears in 1 contract

Sources: Indenture (OUTFRONT Media Inc.)

Execution and Authentication. (a) One Officer of the Issuer Company shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid nevertheless. valid. (b) A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at . (c) At any time and from time to time thereafterafter the execution and delivery of this Indenture, the Trustee shall authenticate and deliver Additional make available for delivery Notes in upon a written order of the Company signed by an aggregate principal amount specified in an Issuer Officer of the Company (the “Company Order”). Such Issuer A Company Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03. authenticated. (d) The Trustee may appoint an authenticating agent reasonably (the “Authenticating Agent”) acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying an Agent to deal with the Company or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Sources: Senior Subordinated Loan Agreement (J Crew Group Inc)

Execution and Authentication. One Officer of the Issuer Two Officers shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a an Original Note no longer holds that office at the time the Trustee authenticates the Original Note, the Original Note shall be valid nevertheless. A At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Original Notes of any series executed by the Issuer to the Trustee for authentication, together with a written order of the Issuer in the form of an Officers’ Certificate for the authentication and delivery of such Original Notes, and the Trustee in accordance with such written order of the Issuer shall authenticate and deliver such Original Notes. An Original Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Original Note. The signature shall be conclusive evidence that the Original Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Original Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Original Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (P T Indosat TBK)

Execution and Authentication. One Officer of the Issuer shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the U.S. Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the U.S. Trustee manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the U.S. Trustee shall authenticate and deliver $3,350,000,000 1.0 billion of 10.5006.900% Senior Unsecured Secured Notes due 2024 2027 and, at any time and from time to time thereafter, the U.S. Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer a Company Order. Such Issuer Company Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and shall certify that such issuance delivered under this Indenture is in compliance with Section 4.03unlimited. The U.S. Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Trust Officer, a copy of which shall be furnished to the IssuerCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the U.S. Trustee may do so. Each reference in this Indenture to authentication by the U.S. Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The U.S. Trustee shall receive a Company Order in connection with all requests to authenticate Notes under this Indenture.

Appears in 1 contract

Sources: Indenture (Open Text Corp)

Execution and Authentication. One At least one Officer of the Issuer shall sign execute the Notes for on behalf of the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form provided for in Exhibit A attached hereto, by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon the receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver (i) Additional Notes and (ii) Exchange Notes or private exchange notes for issue only in an aggregate Exchange Offer or a private exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount specified in an Issuer Orderof Initial Notes. Such Issuer Authentication Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Sources: Indenture (Hca Inc/Tn)

Execution and Authentication. One Officer The Notes shall be executed on behalf of the Issuer shall sign Company by any Officer. The signature of the Officer on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. At any time after the Issue Date, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officer’s Certificate for the authentication and delivery of such Notes, and the Trustee, in accordance with such written order of the Company, shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt The Notes shall originally be issued only in registered form without coupons and only in minimum denominations of an Issuer Order, the Trustee shall authenticate $1,000 of principal amount and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an integral multiple thereof. The aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to that may be authenticated by the Trustee under this Indenture is initially limited to $350,000,000, subject to Section 2.14 and the date on which the issue of Additional except for Notes is to be authenticated and shall certify that such issuance is delivered upon registration or transfer of, or in compliance with Section 4.03exchange for, or in lieu of other Notes pursuant to Sections 2.06, 2.07, 2.09, 2.12, 3.07, 9.07 and 10.02 hereof. The Trustee may appoint authenticating agents. The Trustee may at any time after the Issue Date appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so, except any Notes issued pursuant to Section 2.07 hereof. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights right to deal with the Company as any Registrar, Paying Agent or agent the Trustee with respect to such matters for service of notices and demandswhich it has been appointed.

Appears in 1 contract

Sources: Indenture (Rh)

Execution and Authentication. One Officer Two Officers of the Issuer Company shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of $125,000,000 12% Senior Secured Notes due 2011, (2) any Additional Notes for an original issue in an aggregate principal amount specified in the written order of the Company pursuant to this Section 2.02 and (3) Exchange Notes or Private Exchange Notes for issue only in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount of Initial Notes issued on the Issue Date, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of any issuance of Additional Notes pursuant to Section 2.13, shall certify that such issuance is in compliance with Section 4.07.

Appears in 1 contract

Sources: Indenture (Integrated Alarm Services Group Inc)

Execution and Authentication. One An Officer of the Issuer shall sign the Notes for the Issuer Company by manual or facsimile signature. Typographic errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Note which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee signs manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the The Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured make available for delivery Notes due 2024 and, at any time and from time to time thereafter, for original issue in the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in of $50,000,000 upon receipt of a written order or orders of the Company signed by an Issuer Officer of the Company (a “Company Order”). Such Issuer The Company Order shall specify the amount of the Additional Notes to be authenticated authenticated, shall provide that all such Notes will be represented by a Global Note and the date on which the each original issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03authenticated. The initial aggregate principal amount of Notes outstanding at any time may not exceed $50,000,000 except as provided in Section 2.07. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Appears in 1 contract

Sources: Indenture (Technitrol Inc)

Execution and Authentication. One (a) An Officer of the Issuer shall sign the Notes for the Issuer by manual or facsimile signaturesignature which may be imprinted or otherwise reproduced thereon. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. . (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered under this Indenture. . (c) On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 550,000,000 of 10.5005.125% Senior Unsecured Notes due 2024 2028 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuer signed by an Officer of the Issuer (the “Issuer Order”). Such Issuer Order order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03. authenticated. (d) The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (Hess Midstream Partners LP)

Execution and Authentication. One Officer of the Issuer shall sign the Notes for the Issuer Company by manual or facsimile signature. The Company's seal shall be reproduced on the Notes. If an Officer or an Assistant Secretary whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the The Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, for original issue up to the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified stated in an Issuer Orderparagraph 4 of the Notes upon a written order of the Company signed by one Officer. Such Issuer Order order shall specify the principal amount of the Additional Notes to be authenticated authenticated, whether the Notes are to be issued as one or more Global Notes and the date on which the initial issue or any subsequent issue of Additional Notes in payment of interest or for any other reason, as the case may be, is to be authenticated and shall certify authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed that such issuance is amount except as provided in compliance with Section 4.032.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with the Company or agent for service of notices and demandsan Affiliate.

Appears in 1 contract

Sources: Indenture (BDK Holdings Inc)

Execution and Authentication. One Officer of the Issuer shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 800.0 million of 10.5005.250% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer a Company Order. Such Issuer Company Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and shall certify that such issuance delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Trust Officer, a copy of which shall be furnished to the IssuerCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (MSCI Inc.)

Execution and Authentication. One Officer of the Issuer shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $3,350,000,000 700,000,000 of 10.5003.250% Senior Unsecured Notes due 2024 2033 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer a Company Order. Such Issuer Company Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and shall certify that such issuance delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Trust Officer, a copy of which shall be furnished to the IssuerCompany. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Sources: Indenture (MSCI Inc.)

Execution and Authentication. One Officer or more Responsible Officers of the Issuer shall sign the New First Out Notes for on behalf of the Issuer by manual manual, electronic or facsimile signature. If an a Responsible Officer of the Issuer whose signature is on a New First Out Note no longer holds that office at the time the Trustee authenticates the Notea New First Out Note is authenticated, the New First Out Note shall nevertheless be valid neverthelessvalid. A New First Out Note shall not be valid until an authorized signatory authenticated by the manual, electronic or facsimile signature of the Trustee manually signs the certificate of authentication on the Noteor an authenticating agent. The signature shall be conclusive evidence that the New First Out Note has been duly authenticated and delivered under this Indenture. A New First Out Note shall be dated the date of its authentication unless otherwise provided by a board resolution, a supplemental indenture or an Officer’s Certificate. On the Issue Closing Date, the Trustee shall upon the receipt of an Issuer Order (an “Authentication Order”), the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.03Closing Date Notes. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the New First Out Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate New First Out Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of services of notices and demands. The aggregate principal amount of New First Out Notes outstanding at any time may not exceed any limit upon the maximum principal amount set forth in this Indenture, except as provided in ‎Section 2.07.

Appears in 1 contract

Sources: Indenture (Azul Sa)

Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Issuer shall sign the Notes for the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form provided for in Exhibit A attached hereto, by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Closing Date, the Trustee shall, upon receipt of the Issuers’ order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Issuer Authentication Order, the Trustee shall authenticate and deliver $3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an aggregate principal amount specified in an Issuer OrderNotes. Such Issuer Authentication Order shall specify the amount of the Additional Notes to be authenticated and and, in the date on which the issue case of any issuance of Additional Notes is pursuant to be authenticated and Section 2.01, shall certify that such issuance is in compliance with Section 4.034.03 and Section 4.06. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Sources: Indenture (Constellium N.V.)

Execution and Authentication. One Officer The Notes shall be executed on behalf of the Issuer shall sign Company by two Officers of the Notes for Company or an Officer and an Assistant Secretary of the Issuer by Company. Such signature may be either manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On The Trustee or an authenticating agent shall authenticate Initial Notes for original issue in the Issue Date, aggregate principal amount at maturity of up to $496,263,000 aggregate principal amount at maturity upon the receipt of an Issuer Order, the a Company Request. The Trustee shall authenticate and deliver $3,350,000,000 Additional Notes (so long as permitted by the terms of 10.500% Senior Unsecured the Indenture) upon a Company Request. The aggregate principal amount at maturity of Notes due 2024 and, outstanding at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes in an may not exceed $796,263,000 aggregate principal amount specified at maturity except as provided in an Issuer Order. Such Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the issue of Additional Notes is to be authenticated and shall certify that such issuance is in compliance with Section 4.032.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with the Company or an Affiliate. The Trustee shall have the right to decline to authenticate and deliver any RegistrarNotes under this Section if the Trustee, Paying Agent being advised by counsel, determines that such action may not lawfully be taken or agent for service of notices and demandsif the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Sources: Indenture (Paxson Communications Corp)