Appointment of Authenticating Agent. The Trustee, with the consent of the Issuer, may appoint an Authenticating Agent or Agents with respect to one or more series of Securities that shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, except upon original issue or pursuant to Section 306, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Issuer and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than US$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that shall be acceptable to the Issuer and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.

Appears in 26 contracts

Samples: Indenture (Amcor Flexibles North America, Inc.), Indenture (Amcor Flexibles North America, Inc.), Indenture (Amcor Flexibles North America, Inc.)

Appears in 23 contracts

Samples: Subordinated Indenture (Eplus Inc), Indenture (Pioneer Energy Services Corp), Indenture (RigNet, Inc.)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of and subject to the direction of the Trustee to authenticate and deliver Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall ~~continue to~~ be an the successor of the Authenticating ~~Agent~~Agent hereunder, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment in the manner provided in Section ~~106~~ 1.06 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. ~~The Issuer~~ Except with respect to an Authenticating Agent appointed at the request of the Company, the Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~[ ], as Trustee ~~By As~~ By: , as Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Signatory

Appears in 11 contracts

Samples: Indenture (Madrigal Pharmaceuticals, Inc.), Indenture (EyePoint Pharmaceuticals, Inc.), Indenture (Bluejay Diagnostics, Inc.)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Debt Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Debt Securities of such series issued upon exchange, registration of transfer or partial redemption ~~thereof~~ or partial conversion thereof, and if the Trustee is required to appoint one or more Authenticating Agents with respect to any series of Debt Securities, to authenticate Debt Securities of such series and to take such other actions as are specified in Sections 2.4, 2.8, 2.11, 5.2 and 13.3, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent~~Agent (except in respect of original issue and Section 2.9). Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$50,000,000~~ $1,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section~~Section 11.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 11.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this ~~Section~~Section 11.14. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an such Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this ~~Section~~Section 11.14, without the execution or filing of any paper or any further act on the part of the Trustee or ~~the~~ such Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that shall be acceptable to the Issuer and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.

Appears in 5 contracts

Samples: Constellation International Holdings LTD, Constellation Australia Pty LTD, Viking Distillery Inc

Appointment of Authenticating Agent. (a) The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that shall~~ which will be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, or partial redemption thereof or pursuant to Section 2.07, and Securities so authenticated ~~shall~~ will be entitled to the benefits of this Indenture and ~~shall~~ will be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference ~~shall~~ will be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State thereof~~ state thereof, or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section~~Section 9.13, the combined capital and surplus of such Authenticating Agent ~~shall~~ will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 9.13, such Authenticating Agent ~~shall~~ will resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that shall be acceptable to the Issuer and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities9.13.

Appears in 5 contracts

Samples: Louisiana Pacific Corp, CTS Corp, Louisiana Pacific Corp

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer,~~ Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State~~ state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer agrees~~ Company and the Guarantor agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternative~~ alternate certificate of authentication in the following form: This is one of the Securities of the series designated ~~therein~~ herein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~JPMorgan Chase Bank, ~~as Trustee By~~ As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.

Appears in 5 contracts

Samples: Indenture (Bp PLC), Indenture (Bp PLC), Indenture (Bp PLC)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents (which may be an affiliate of the Company) with respect to one or more series of Securities ~~that~~ which shall be authorized to act on of behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, or partial redemption ~~thereof~~ or conversion, or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the ~~Trustee hereunder~~Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State thereof~~ of its states, or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such ~~Authenticating~~ authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~corporation~~ Person resulting from any merger, ~~conversion~~ conversion, or consolidation to which such Authenticating Agent shall be a party, or any ~~corporation~~ Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such ~~corporation~~ Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice ~~thereof~~ to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment ~~hereunder~~ under this Indenture shall become vested with all the rights, ~~powers~~ powers, and duties of its ~~predecessor hereunder~~predecessor, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed ~~thereon~~on it, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE~~ THE BANK OF NEW YORK MELLON TRUST ~~COMPANY AMERICAS~~COMPANY, N.A., as Trustee By By: As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Officer

Appears in 5 contracts

Samples: Indenture (Valley National Bancorp), Indenture (Valley National Bancorp), Valley National Bancorp

Appears in 5 contracts

Samples: Indenture (Citigroup Capital Xii), Citigroup Inc, Citigroup Capital XIV

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents (which may be an affiliate of the Company) with respect to one or more series of Securities ~~that~~ which shall be authorized to act on of behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, or partial redemption ~~thereof~~ or conversion, or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the ~~Trustee hereunder~~Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State thereof~~ of its states, or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such ~~Authenticating~~ authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~corporation~~ Person resulting from any merger, ~~conversion~~ conversion, or consolidation to which such Authenticating Agent shall be a party, or any ~~corporation~~ Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such ~~corporation~~ Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice ~~thereof~~ to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment ~~hereunder~~ under this Indenture shall become vested with all the rights, ~~powers~~ powers, and duties of its ~~predecessor hereunder~~predecessor, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed ~~thereon~~on it, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~[________________________________], as Trustee By By: As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Officer

Appears in 5 contracts

Samples: Indenture (Independent Bank Corp), Indenture (Independent Bank Corp), Indenture (Independent Bank Corp)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of and subject to the direction of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, conversion or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a ~~corporation~~ Person organized and doing business under the laws of the United States of America, any ~~State~~ state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$50,000,000~~ $100,000,000 and subject to supervision or examination by Federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~corporation~~ Person resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~corporation~~ Person succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such ~~corporation~~ Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment in the manner provided in Section ~~106~~ 1.06 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this ~~Section~~Section 6.14. If an appointment with respect to one or more series of Securities is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternative~~ alternate certificate of authentication in the following form: Form of Authenticating Agent’s Certificate of Authentication Dated: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated~~As Trustee By: ~~DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By~~ As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Signatory

Appears in 4 contracts

Samples: Indenture (Hornbeck Offshore Trinidad & Tobago, LLC), Indenture (Hornbeck Offshore Services LLC), Indenture (Hornbeck Offshore Services LLC)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents (which may be an affiliate of the Company) with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, or partial redemption ~~thereof~~ or conversion, or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the ~~Trustee hereunder~~Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State thereof~~ of its states, or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such ~~Authenticating~~ authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~corporation~~ Person resulting from any merger, ~~conversion~~ conversion, or consolidation to which such Authenticating Agent shall be a party, or any ~~corporation~~ Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such ~~corporation~~ Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice ~~thereof~~ to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment ~~hereunder~~ under this Indenture shall become vested with all the rights, ~~powers~~ powers, and duties of its ~~predecessor hereunder~~predecessor, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed ~~thereon~~on it, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~[ ], as Trustee By By: As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Officer

Appears in 4 contracts

Samples: Indenture (Imperial Petroleum Inc./Marshall Islands), Indenture (Tsakos Energy Navigation LTD), Tsakos Energy Navigation LTD

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of and subject to the direction of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, conversion or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a ~~corporation~~ Person organized and doing business under the laws of the United States of America, any ~~State~~ state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$50,000,000~~ $100,000,000 and subject to supervision or examination by Federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~corporation~~ Person resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~corporation~~ Person succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such ~~corporation~~ Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment in the manner provided in Section ~~106~~ 1.06 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this ~~Section~~Section 6.14. If an appointment with respect to one or more series of Securities is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternative~~ alternate certificate of authentication in the following form: Form of Authenticating Agent’s Certificate of Authentication Dated: ___________________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated~~As Trustee By: ~~DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By~~ As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Signatory

Appears in 4 contracts

Samples: Indenture (Hornbeck Offshore Trinidad & Tobago, LLC), Indenture (Hornbeck Offshore Services LLC), Indenture (Hornbeck Offshore Services LLC)

Appointment of Authenticating Agent. (a) The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that shall~~ which will be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, or partial redemption thereof or pursuant to Section 2.07, and Securities so authenticated ~~shall~~ will be entitled to the benefits of this Indenture and ~~shall~~ will be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference ~~shall~~ will be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State thereof~~ state thereof, or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section~~Section 10.13, the combined capital and surplus of such Authenticating Agent ~~shall~~ will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 10.13, such Authenticating Agent ~~shall~~ will resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that shall be acceptable to the Issuer and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities10.13.

Appears in 4 contracts

Samples: Indenture (Mercury Finance Co), Indenture (Mercury Finance Co), Indenture (Mercury Finance Co)

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer~~Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue or upon exchange, registration of transfer or partial redemption thereof and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers and to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$50,000,000~~ $150,000 and subject to supervision or examination by Federal or State ~~authority~~Authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall ~~continue to~~ be an the successor of such Authenticating ~~Agent~~Agent hereunder, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee~~ parties hereto or the Authenticating ~~Agent~~Agent or such successor operation. An Authenticating Agent for any series of Securities may resign at any time by giving written notice thereof to the Trustee for such series and to the ~~Issuer~~Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company in the manner set forth in Section 105. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series of Securities may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of Securities of the series with respect to which such Authenticating Agent will ~~serve~~serve in the manner set forth in Section 106. Any successor Authenticating ~~Agent~~ Agent, upon acceptance of its appointment ~~hereunder~~ hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Trustee for the Securities of each series agrees to pay to ~~each~~ the Authenticating Agent for such series from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 607. ~~If an~~ The provisions of Sections 308, 604 and 605 shall be applicable to each Authenticating Agent. Pursuant to each appointment ~~with respect to one or more series is~~ made ~~pursuant to~~ under this Section, the Securities of each series covered by such ~~series~~ appointment may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternative certificate of authentication in the following form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~____________________________________, as Trustee By By:__________________________________ As Authenticating Agent ~~If all~~ By:__________________________________ Authorized Agent ARTICLE SEVEN LISTS OF HOLDERS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. Company to Furnish Trustee Names and Addresses of ~~the Securities of a series may not~~ Holders. The Company will furnish or cause to be ~~originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes~~ furnished to ~~have Securities of such series authenticated upon original issuance,~~ the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.

Appears in 3 contracts

Samples: Indenture (Thaxton Group Inc), Thaxton Group Inc, Thaxton Group Inc

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of and subject to the direction of the Trustee to authenticate and deliver Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~corporation~~ Person resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~corporation~~ Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such ~~corporation~~ Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment in the manner provided in Section ~~106~~ 1.06 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. ~~The Issuer~~ Except with respect to an Authenticating Agent appointed at the request of the Company, the Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~[Indenture Trustee], as Trustee ~~By As~~ By: , as Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Signatory

Appears in 3 contracts

Samples: Indenture (Helix Energy Solutions Group Inc), Indenture (Helix Energy Solutions Group Inc), Subordinated Indenture (Helix Energy Solutions Group Inc)

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer~~Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption or repayment thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be reasonably acceptable to the ~~Issuer and~~ Company and, except as may otherwise be provided pursuant to Section 301, shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of ~~America,~~ America or of any State ~~thereof~~ or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$50,000,000~~ $25,000,000 and subject to supervision or examination by Federal or State ~~authority~~authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the ~~Issuer~~Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of Securities of or within the series with respect to which such Authenticating Agent will ~~serve~~serve in the manner set forth in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s 's certificate of authentication, an ~~alternative~~ alternate certificate of authentication substantially in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~_____________________, as Trustee ~~By As~~ By:________________________ as Authenticating Agent ~~If all~~ By:________________________ Authorized Officer SECTION 612. Certain Duties and Responsibilities. No provision of ~~the Securities of a series may not be originally issued at one time, and if~~ this Indenture shall require the Trustee ~~does not~~ to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have ~~an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities~~ reasonable grounds for believing that repayment of such ~~series authenticated upon original issuance~~funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the ~~Trustee, if so requested by~~ conduct or affecting the ~~Issuer in writing~~ liability of or ~~by facsimile (which writing need not comply with Section 102 and need not~~ affording protection to the Trustee shall be ~~accompanied by an Opinion~~ subject to the provisions of ~~Counsel), shall appoint in accordance with~~ this ~~Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities~~Section.

Appears in 3 contracts

Samples: Reconciliation And (Provident Companies Inc /De/), Reconciliation And (Provident Companies Inc /De/), Provident Companies Inc /De/

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Debt Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Debt Securities of such series issued upon exchange, registration of transfer or partial redemption ~~thereof~~ or partial conversion thereof, and if the Trustee is required to appoint one or more Authenticating Agents with respect to any series of Debt Securities, to authenticate Debt Securities of such series and to take such other actions as are specified in Sections 2.4, 2.8, 2.11, 5.2 and 13.3, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent~~Agent (except in respect of original issue and Section 2.9). Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$50,000,000~~ $1,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section~~Section 11.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 11.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this ~~Section~~Section 11.14. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an such Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this ~~Section~~Section 11.14, without the execution or filing of any paper or any further act on the part of the Trustee or ~~the~~ such Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of or resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 11.14, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ provide notice to the holders of ~~such appointment in~~ the ~~manner provided in Section 106 to all Holders of~~ Debt Securities of the series ~~with respect~~ as to which ~~such~~ the Authenticating Agent will ~~serve~~serve as provided in Section 3.8. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities11.14.

Appears in 3 contracts

Samples: Indenture (Constellation Brands, Inc.), Indenture (Roberts Trading Corp), Constellation Brands, Inc.

Appears in 3 contracts

Samples: Kayne Anderson MLP Investment CO, Kayne Anderson MLP Investment CO, Kayne Anderson MLP Investment CO

Appears in 3 contracts

Samples: Indenture (Eplus Inc), Indenture (Speed Commerce, Inc.), Indenture (Eplus Inc)

Appears in 3 contracts

Samples: Indenture (Tesoro Corp /New/), Indenture (Harvest Natural Resources, Inc.), Indenture (Helix Energy Solutions Group Inc)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, conversion or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and the Guarantor and shall at all times be a ~~corporation~~ Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~corporation~~ Person resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~corporation~~ Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such ~~corporation~~ Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the ~~Trustee~~ Trustee, the Company and to the ~~Issuer~~Guarantor. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating ~~Agent~~ Agent, the Company and to the ~~Issuer~~Guarantor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and to the Guarantor and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~_____________________________________, as As Trustee By By_____________________________ As Authenticating Agent ~~If all~~ By_____________________________ Authorized Signatory ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY Section 701. Company to Furnish Trustee Names and Addresses of ~~the Securities of a series may not~~ Holders The Company will furnish or cause to be ~~originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes~~ furnished to ~~have Securities of such series authenticated upon original issuance,~~ the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.

Appears in 2 contracts

Samples: Brown Tom Inc /De, Brown Tom Inc /De

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent ~~shall~~ must be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, ~~having~~ having, or being a subsidiary of a bank or bank holding company having, a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such ~~Authenticating Agent~~ Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such ~~Authenticating Agent~~ Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. In case at the time such successor to any Authenticating Agent with respect to any series shall succeed to such Authenticating Agent, any of the Securities of such series shall have been authenticated but not delivered, any such successor to such Authenticating Agent may adopt the certificate of authentication of any predecessor Authenticating Agent and deliver such Securities so authenticated; and in case at that time any of the Securities of such series shall not have been authenticated, any successor to any Authenticating Agent may authenticate such Securities either in the name of any predecessor hereunder or in the name of successor Authenticating Agent; and in all such cases such certificate shall have the full force which it is anywhere in the Securities of such series or in this Indenture provided that the certificate of the predecessor Authenticating Agent shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Authenticating Agent or to authenticate Securities in the name of any predecessor Authenticating Agent shall apply only to its successor or successors by merger, conversion or consolidation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that shall~~ which must be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment in the manner provided in Section ~~106~~ 1.06 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth; it will keep and maintain and furnish to the Trustee from time to time as requested by the Trustee appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; it is eligible for appointment as Authenticating Agent under this Section 6.14 and will notify the Trustee promptly if it shall cease to be so qualified; and it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of acts or failures to act of the Authenticating Agent but it shall have no liability for any action taken by it at the specific written direction of the Trustee. The ~~Issuer~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE~~ THE BANK OF NEW YORK MELLON TRUST ~~COMPANY AMERICAS~~COMPANY, as N.A., As Trustee By [Name of Authenticating Agent] As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By Authorized Signatory

Appears in 2 contracts

Samples: Indenture (Marathon Petroleum Corp), Indenture (Marathon Oil Corp)

Appointment of Authenticating Agent. ~~The Trustee~~At any time when any Securities remain Outstanding, ~~with~~ the ~~consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption ~~thereof~~ or repayment thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to PCS and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve in the manner provided for in Section 106. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Issuer and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than US$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this ~~Section~~Section 611, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to ~~the Issuer~~PCS. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to ~~the Issuer~~PCS. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 611, the Trustee for such series may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to ~~the Issuer~~ PCS and shall give notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of Securities of the series with respect to which such Authenticating Agent will ~~serve~~serve in the manner set forth in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this ~~Section~~Section 611. ~~The Issuer~~ PCS agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this ~~Section~~Section 611. If an appointment with respect to one or more series is made pursuant to this ~~Section~~Section 611, ~~the~~ Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee~~’s certificate of authentication, an alternative certificate of authentication in the following form:~~ 's This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS,~~ -------------------------------------------- as Trustee ~~By As~~ By: , ---------------------------- as Authenticating Agent ~~If all~~ By: ---------------------------- Authorized Signatory ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND PCS SECTION 701. Disclosure of Names and Addresses of Holders. Every Holder of Securities or coupons, by receiving and holding the same, agrees with PCS and the Trustee that neither PCS nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any Security Registrar shall be held accountable by reason of the disclosure of any information as to the names and addresses of the Holders of Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with ~~this~~ TIA Section ~~an Authenticating Agent having an office in~~ 312 or any statute of Canada or any province or territory thereof, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a ~~Place of Payment designated by the Issuer with respect to such series of Securities~~request made under TIA Section 312(b).

Appears in 2 contracts

Samples: Potash Corporation of Saskatchewan Inc, Potash Corporation of Saskatchewan Inc

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents (which may be an affiliate of the Company) with respect to one or more series of Securities ~~that~~ which shall be authorized to act on of behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, or partial redemption ~~thereof~~ or conversion, or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the ~~Trustee hereunder~~Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State thereof~~ of its states, or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such ~~Authenticating~~ authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~corporation~~ Person resulting from any merger, ~~conversion~~ conversion, or consolidation to which such Authenticating Agent shall be a party, or any ~~corporation~~ Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such ~~corporation~~ Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice ~~thereof~~ to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment ~~hereunder~~ under this Indenture shall become vested with all the rights, ~~powers~~ powers, and duties of its ~~predecessor hereunder~~predecessor, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed ~~thereon~~on it, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 47 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~[________________________________], as Trustee By By: As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Officer

Appears in 2 contracts

Samples: Indenture (Independent Bank Corp), Indenture (Independent Bank Corp)

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ (a) At any time when any of the ~~Issuer~~Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a ~~corporation~~ Corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that shall be acceptable to the Issuer and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.

Appears in 2 contracts

Samples: Teco Energy Inc, Tampa Electric Co

Appears in 2 contracts

Samples: Indenture (Amcor Flexibles North America, Inc.), Amcor Flexibles North America, Inc.

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents (which may be an affiliate of the Company) with respect to ~~one or more series of Securities that~~ the Senior Notes which shall be authorized to act on behalf of the Trustee to authenticate ~~Securities of such series~~ Senior Notes issued upon exchange, registration of transfer or partial redemption thereof (but not upon original issuance or pursuant to Section 3.7), and ~~Securities~~ Senior Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of ~~Securities~~ Senior Notes by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State~~ state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that shall be acceptable to the Issuer and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.

Appears in 2 contracts

Samples: Indenture (Resource America Inc), Indenture (Resource America Inc)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents (which may be an affiliate of the Company) with respect to one or more series of Securities ~~that~~ which shall be authorized to act on of behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, or partial redemption ~~thereof~~ or conversion, or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the ~~Trustee hereunder~~Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State thereof~~ of its states, or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such ~~Authenticating~~ authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, ~~conversion~~ conversion, or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice ~~thereof~~ to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment ~~hereunder~~ under this Indenture shall become vested with all the rights, ~~powers~~ powers, and duties of its ~~predecessor hereunder~~predecessor, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed ~~thereon~~on it, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~JPMorgan Chase Bank, N.A., as Trustee By By: As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Officer

Appears in 2 contracts

Samples: Indenture (Huntington Bancshares Inc/Md), Indenture (Huntington Bancshares Inc/Md)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents (which may be an affiliate of the Company) with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, or partial redemption ~~thereof~~ or conversion, or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the ~~Trustee hereunder~~Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State thereof~~ of its states, or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such ~~Authenticating~~ authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, ~~conversion~~ conversion, or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice ~~thereof~~ to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment ~~hereunder~~ under this Indenture shall become vested with all the rights, ~~powers~~ powers, and duties of its ~~predecessor hereunder~~predecessor, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed ~~thereon~~on it, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ~~DEUTSCHE~~ U.S. BANK ~~TRUST COMPANY AMERICAS~~NATIONAL ASSOCIATION, as Trustee By By: As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Officer

Appears in 2 contracts

Samples: Indenture (LegacyTexas Financial Group, Inc.), Indenture (LegacyTexas Financial Group, Inc.)

Appointment of Authenticating Agent. The ~~Trustee,~~ Trustee may with the consent of the ~~Issuer, may~~ Company appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to ‎Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and ~~obligatory~~ binding for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section~~‎Section 614, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~‎Section 614, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this ~~Section~~‎Section 614. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this ~~Section~~‎Section 614, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee or the Company may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company or the Trustee, as the case may be. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~‎Section 614, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this ~~Section~~‎Section 614. The ~~Issuer~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this ~~Section~~‎Section 614, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of ‎Section 607. If an appointment with respect to one or more series is made pursuant to this ~~Section~~‎Section 614, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~.........................................., as As Trustee By By........................................., As Authenticating Agent ~~If all of the Securities of a series may not be originally issued at one time~~By........................................., Authorized Officer ARTICLE SEVEN Holders’ Lists and ~~if the~~ Reports by Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.Company

Appears in 2 contracts

Samples: Aetna Inc /Pa/, Aetna Inc /Pa/

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer~~Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents (which may be an Affiliate or Affiliates of the Company) with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue or upon exchange, registration of transfer or partial redemption ~~thereof~~ thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer and~~ Company and, except as may otherwise be provided pursuant to Section 3.01, shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of ~~America,~~ America or of any State ~~thereof~~ or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State ~~authority~~authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the ~~Issuer~~Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall promptly give written notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of Securities of the series with respect to which such Authenticating Agent will ~~serve~~serve in the manner set forth in Section 1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable ~~compensation~~ compensation, including reimbursement of its reasonable expenses, for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an ~~alternative~~ alternate certificate of authentication substantially in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~American Stock Transfer & Trust Company, LLC, as Trustee ~~By As~~ By: as Authenticating Agent By: Authorized Officer If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the ~~Issuer~~ Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the ~~Issuer~~ Company in writing ~~or by facsimile~~ (which writing need not comply with Section ~~102~~ 1.02 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent (which, if so requested by the Company, shall be an Affiliate of the Company) having an office in a Place of Payment designated by the ~~Issuer~~ Company with respect to such series of Securities, provided that the terms and conditions of such appointment are reasonably acceptable to the Trustee.

Appears in 2 contracts

Samples: Indenture (Prospect Capital Corp), Indenture (Prospect Capital Corp)

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer~~Debt Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Debt Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Debt Securities of such series issued upon exchange, registration of transfer or partial redemption ~~thereof~~ thereof, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever ~~reference~~ references is made in n this Indenture to the authentication and delivery of Debt Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer and~~ Company and, except as may otherwise be provided pursuant to Section 301, shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of ~~America,~~ America or of any State ~~thereof~~ or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State ~~authority~~authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the ~~requirements~~ requirement of ~~said~~ the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, ~~conversion~~ conversation or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Debt Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the ~~Issuer~~Company. The Trustee for any series of Debt Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of Debt Securities of the series with respect to which such Authenticating Agent will ~~serve~~serve in the manner set forth in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. No successor Authenticating Agent shall be appointed unless eligible under ~~the~~ provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Debt Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s 's certificate of authentication, an ~~alternative~~ alternate certificate of authentication substantially in the following form: This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~[____________________], as Trustee By As ____________________________ as Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.50 By ____________________________ as Authorized Signature ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 2 contracts

Samples: Indenture (Bre Properties Inc /Md/), Indenture (Bre Properties Inc /Md/)

Appears in 2 contracts

Samples: Indenture (Diageo Investment Corp), Indenture (Diageo PLC)

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer~~Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption or repayment thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be reasonably acceptable to the ~~Issuer and~~ Company and, except as may otherwise be provided pursuant to Section 301, shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of ~~America,~~ America or of any State ~~thereof~~ or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$50,000,000~~ $25,000,000 and subject to supervision or examination by Federal or State ~~authority~~authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the ~~Issuer~~Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of Securities of or within the series with respect to which such Authenticating Agent will ~~serve~~serve in the manner set forth in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s 's certificate of authentication, an ~~alternative~~ alternate certificate of authentication substantially in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~Bank One, National Association, as Trustee ~~By As~~ By: ------------------------------------ as Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: ------------------------------------ Authorized Officer

Appears in 2 contracts

Samples: Bugaboo Creek Holdings Inc, Bugaboo Creek Holdings Inc

Appointment of Authenticating Agent. (a) The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that shall~~ which will be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, or partial redemption thereof or pursuant to Section 2.07, and Securities so authenticated ~~shall~~ will be entitled to the benefits of this Indenture and ~~shall~~ will be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference ~~shall~~ will be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State thereof~~ state thereof, or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section~~Section 11.13, the combined capital and surplus of such Authenticating Agent ~~shall~~ will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 11.13, such Authenticating Agent ~~shall~~ will resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that shall be acceptable to the Issuer and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities11.13.

Appears in 2 contracts

Samples: Indenture (Mercury Finance Co), Indenture (MFN Financial Corp)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of 60 authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, and if not an Affiliate of the Trustee, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 61 The ~~Issuer~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s 's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ~~DEUTSCHE~~ ________________ THE FIRST NATIONAL BANK ~~TRUST COMPANY AMERICAS, as~~ OF CHICAGO As Trustee By _______________________________ As Authenticating Agent ~~If all of the Securities of a series may not be originally issued at one time,~~ By _______________________________ Authorized Officer ARTICLE SEVEN Holders' Lists and ~~if the~~ Reports by Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.Company

Appears in 2 contracts

Samples: Eg&g Inc, Eg&g Inc

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an authenticating agent or agents (“Authenticating ~~Agent~~ Agent” or ~~Agents~~ “Agent”) with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated~~THE BANK OF NEW YORK, As Trustee By: ~~DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By~~ As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Officer

Appears in 2 contracts

Samples: Allianz Finance III B.V., Allianz Finance III B.V.

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of and subject to the direction of the Trustee to authenticate and deliver Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall ~~continue to~~ be an the successor of the Authenticating ~~Agent~~Agent hereunder, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment in the manner provided in Section ~~106~~ 1.06 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. ~~The Issuer~~ Except with respect to an Authenticating Agent appointed at the request of the Company, the Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~U.S. Bank National Association, as Trustee ~~By As~~ By: ____________________, as Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Signatory

Appears in 2 contracts

Samples: Indenture (Teledyne Technologies Inc), Indenture (Teledyne Technologies Inc)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 (unless it is an Affiliate of the Trustee) and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternative~~ alternate certificate of authentication in the following form: This is one of the Securities of the series designated ~~therein~~ herein and referred to in the within-mentioned Indenture. ~~Dated~~------------------------------------- As Trustee By: ~~DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By~~ ------------------------------------- As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: ------------------------------------- Authorized Officer

Appears in 2 contracts

Samples: Ferro Corp, Ferro Corp

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents (which may be an affiliate of the Company) with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, or partial redemption ~~thereof~~ or conversion, or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the ~~Trustee hereunder~~Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State thereof~~ of its states, or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such ~~Authenticating~~ authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~corporation~~ Person resulting from any merger, ~~conversion~~ conversion, or consolidation to which such Authenticating Agent shall be a party, or any ~~corporation~~ Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such ~~corporation~~ Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice ~~thereof~~ to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment ~~hereunder~~ under this Indenture shall become vested with all the rights, ~~powers~~ powers, and duties of its ~~predecessor hereunder~~predecessor, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed ~~thereon~~on it, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE~~ U.S. BANK TRUST ~~COMPANY AMERICAS~~COMPANY, NATIONAL ASSOCIATION, as Trustee By By: As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Officer

Appears in 2 contracts

Samples: Indenture (Valley National Bancorp), Indenture (Valley National Bancorp)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an ~~Authenticating Agent~~ authenticating agent or ~~Agents~~ agents with respect to ~~one or more series of Securities that~~ the Notes which shall be authorized to act on behalf of the Trustee to authenticate ~~Securities~~ the Notes of such ~~series~~ Series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, partial conversion or partial redemption ~~thereof~~ or pursuant to Section 1.10, and ~~Securities~~ Notes of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of ~~Securities~~ Notes of such series by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an ~~Authenticating Agent~~ authenticating agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an ~~Authenticating Agent~~authenticating agent so appointed with respect to such series. Each ~~Authenticating Agent~~ authenticating agent shall be acceptable to the ~~Issuer~~ Issuers and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as ~~Authenticating Agent~~authenticating agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such ~~Authenticating Agent~~ authenticating agent publishes reports of condition at least ~~annually,~~ annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such ~~Authenticating Agent~~ authenticating agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an ~~Authenticating Agent~~ authenticating agent shall cease to be eligible in accordance with the provisions of this Section, such ~~Authenticating Agent~~ authenticating agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an ~~Authenticating Agent~~ authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such ~~Authenticating Agent~~ authenticating agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an ~~Authenticating Agent~~authenticating agent, shall continue to be an ~~Authenticating Agent~~authenticating agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the ~~Trustee~~ Trustee, the Issuers, the authenticating agent or ~~the Authenticating Agent~~such successor corporation. An ~~Authenticating Agent~~ authenticating agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Issuers. The Trustee may at any time terminate the agency of an ~~Authenticating Agent~~ authenticating agent by giving written notice thereof to such ~~Authenticating Agent~~ authenticating agent and to the ~~Issuer~~Issuers. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such ~~Authenticating Agent~~ authenticating agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor ~~Authenticating Agent that~~ authenticating agent with respect to the Notes which shall be acceptable to the ~~Issuer~~ Issuers and shall give notice of such appointment to all Holders of Notes of such series in the manner provided in Section ~~106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve~~1.10. Any successor ~~Authenticating Agent~~ authenticating agent upon acceptance of its appointment hereunder shall become vested with all ~~the~~ rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an ~~Authenticating Agent~~authenticating agent. No successor ~~Authenticating Agent~~ authenticating agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Trustee agrees to pay to each ~~Authenticating Agent~~ authenticating agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Issuers for such payments, subject to the provisions of Section 11.07. If an appointment ~~with respect to one or more series~~ is made pursuant to this ~~Section~~Section with respect to Notes of any series, the ~~Securities~~ Notes of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternative~~ alternate certificate of authentication in the following form: This is one of the ~~Securities of the series~~ Notes designated ~~therein~~ herein and referred to in the within-–mentioned Indenture. ~~Dated~~WILMINGTON TRUST, NATIONAL ASSOCIATION By: ~~DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By~~ As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Signatory ARTICLE TWELVE MISCELLANEOUS

Appears in 2 contracts

Samples: Indenture (Enviva Partners, LP), Indenture (Enviva Partners, LP)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Indenture Trustee may at its expense appoint an Authenticating Agent or Authenticating Agents with respect to ~~one or more series of Securities that~~ the Notes which shall be authorized to act on behalf of the Indenture Trustee to authenticate ~~Securities of such series~~ Notes issued upon original issue or upon exchange, registration of transfer or ~~partial redemption thereof~~ pursuant to Section 2.08, and ~~Securities~~ Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of ~~Securities~~ Notes by the Indenture Trustee or the Indenture Trustee’s 's certificate of authentication or the delivery of Notes to the Indenture Trustee for authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Indenture Trustee by an Authenticating ~~Agent~~Agent and delivery of the Notes to the Authenticating Agent on behalf of the Indenture Trustee. Each Authenticating Agent shall be acceptable to the Issuer and the Noteholders and shall at all times be a corporation having a combined capital and surplus of not less than the equivalent of $50,000,000 and subject to supervision or examination by federal or state authority or the equivalent foreign authority, in the case of an Authenticating Agent who is not organized and doing business under the laws of the United States of America, any ~~State~~ state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than US$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an such Authenticating Agent, shall continue to be an Authenticating ~~Agent, provided such corporation shall be otherwise eligible under this Section,~~ Agent without the execution or filing of any paper or any further act on the part of the Indenture Trustee or ~~the~~ such Authenticating Agent, provided -------- such corporation shall be otherwise eligible under this Section. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the Issuer and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all ~~Holders of Securities of the series~~ Noteholders, if any, with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Note Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. ~~The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section.~~ If an appointment ~~with respect to one or more series~~ is made pursuant to this Section, the ~~Securities of such series~~ Notes may have endorsed thereon, in addition to the ~~Trustee’s certificate~~ Indenture Trustee Certificate of authentication, an ~~alternative~~ alternate certificate of authentication in the following form: This is one of the ~~Securities of the series designated therein referred to~~ Notes described in the within-mentioned Indenture. ~~Dated: DEUTSCHE~~ NORWEST BANK ~~TRUST COMPANY AMERICAS~~MINNESOTA, as NATIONAL ASSOCIATION, As Indenture Trustee By By:__________________________________ As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By:__________________________________ Authorized Officer

Appears in 2 contracts

Samples: Nova Corp \Ga\, Nova Corp \Ga\

Appears in 2 contracts

Samples: Indenture (Vornado Realty Lp), Indenture (Vornado Realty Lp)

Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee, with the ~~consent~~ approval of the ~~Issuer~~Company, may appoint an Authenticating Agent or Agents with respect to ~~one or more series of~~ the Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate the Securities ~~of such series issued~~ upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 2.09, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than ~~US$50,000,000 and~~ U.S.$50,000,000 and, if other than the Company itself, subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee ~~and~~ and, if other than the Company, to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent ~~and~~ and, if other than the Company, to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Trustee, with the approval of the Company, may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of ~~Securities of~~ Securities, as their names and addresses appear in the ~~series with respect to which such Authenticating Agent will serve~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment ~~with respect to one or more series~~ is made pursuant to this Section, the Securities ~~of such series~~ may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternative~~ alternate certificate of authentication in the following form: 37 This is one of the Securities ~~of the series designated therein~~ referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~The Bank of New York Mellon, as Trustee By By: As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Signatory

Appears in 2 contracts

Samples: Epicept Corporation (Epicept Corp), Epicept Corporation (Epicept Corp)

Appears in 2 contracts

Samples: Cobrew SA/NV, Brandbev S.a r.l.

Appears in 2 contracts

Samples: Amcor Finance (Amcor PLC), Amcor Finance (Amcor PLC)

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer~~Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series or pursuant to Section 306 issued upon original issue, exchange, registration of transfer or partial redemption ~~thereof~~ or repayment thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Issuer. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee~~’s certificate~~ 's certification of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Issuer and shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of ~~America,~~ America or of any State ~~thereof~~ or the District of Columbia, authorized under such laws to act as Authenticating Agent, having or be wholly owned by an entity having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State ~~authority~~authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~corporation~~ Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~corporation~~ Corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such ~~corporation~~ Corporation shall be otherwise eligible under this ~~Section,~~ Section without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the Issuer. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the Issuer and shall give notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of Securities of the series with respect to which such Authenticating Agent will ~~serve~~serve in the manner set forth in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s 's certificate of authentication, an ~~alternative~~ alternate certificate of authentication substantially in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.

Appears in 2 contracts

Samples: Criimi Mae Inc, Crescent Real Estate Equities LTD Partnership

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to the Securities of one or more ~~series of Securities that~~ series, which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United ~~States of America~~States, any State or territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve~~Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with, and subject to the provisions of Section 907. The provisions of Sections 308, 904 and 905 shall be applicable to each Authenticating Agent. If an appointment with respect to the Securities of one or more series is shall be made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternative~~ alternate certificate of authentication substantially in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as~~ ------------------------ As Trustee By By______________________ As Authenticating Agent By______________________ Authorized Signatory If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the ~~Issuer~~ Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the ~~Issuer~~ Company in writing ~~or by facsimile~~ (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall ~~appoint~~ appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent having an office in a Place of Payment designated by the ~~Issuer~~ Company with respect to such series of Securities. ARTICLE TEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 1001. LISTS OF HOLDERS. Semiannually, not later than _______ and ___________ in each year, commencing _______________, and at such other times as the Trustee may request in writing, the Company shall furnish or cause to be furnished to the Trustee information as to the names and addresses of the Holders, and the Trustee shall preserve such information and similar information received by it in any other capacity and afford to the Holders access to information so preserved by it, all to such extent, if any, and in such manner as shall be required by the Trust Indenture Act; provided, however, that no such list need be furnished so long as the Trustee shall be the Security Registrar.

Appears in 2 contracts

Samples: Tu Electric Capital Ii, Tu Electric Capital I

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, partial conversion or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such ~~Authenticating~~ Authentication Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section~~Session, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE~~ AMSOUTH BANK ~~TRUST COMPANY AMERICAS~~OF ALABAMA, as As Trustee By ------------------------------------ As Authenticating Agent ~~If all of the Securities of a series may not~~ By ------------------------------------ Authorized Officer ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. The Company will furnish or cause to be ~~originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes~~ furnished to ~~have Securities of such series authenticated upon original issuance,~~ the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.

Appears in 2 contracts

Samples: Capstone Capital Corp, Healthcare Realty Trust Inc

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Debt Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Debt Securities of such series issued upon exchange, registration of transfer or partial redemption ~~thereof~~ or partial conversion thereof, and if the Trustee is required to appoint one or more Authenticating Agents with respect to any series of Debt Securities, to authenticate Debt Securities of such series and to take such other actions as are specified in Sections 2.4, 2.8, 2.11, 5.2 and 13.3, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating ~~Agent~~Agent (except in respect of original issue and Section 2.9). Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$50,000,000~~ $1,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section~~Section 11.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 11.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this ~~Section~~Section 11.14. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an such Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this ~~Section~~Section 11.14, without the execution or filing of any paper or any further act on the part of the Trustee or ~~the~~ such Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of or resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 11.14, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ provide notice to the holders of ~~such appointment in~~ the ~~manner provided in Section 106 to all Holders of~~ Debt Securities of the series ~~with respect~~ as to which ~~such~~ the Authenticating Agent will ~~serve~~serve as provided in Section 3.8. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this ~~Section~~Section 11.14. The ~~Issuer~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 11.2. If an appointment with respect to one or more series is made pursuant to this ~~Section~~Section 11.14, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~Manufacturers and Traders Trust Company, as Trustee By By: As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By:

Appears in 2 contracts

Samples: Indenture (Constellation Brands, Inc.), Indenture (Constellation Brands, Inc.)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents (which may be an affiliate of the Company) with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, or partial redemption ~~thereof~~ or conversion, or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the ~~Trustee hereunder~~Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State thereof~~ of its states, or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such ~~Authenticating~~ authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, ~~conversion~~ conversion, or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice ~~thereof~~ to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment ~~hereunder~~ under this Indenture shall become vested with all the rights, ~~powers~~ powers, and duties of its ~~predecessor hereunder~~predecessor, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed ~~thereon~~on it, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~U.S. Bank National Association, as Trustee By By: As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Officer

Appears in 2 contracts

Samples: And (Privatebancorp, Inc), And (Privatebancorp, Inc)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents (which may be an affiliate of the Company) with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, or partial redemption ~~thereof~~ or conversion, or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the ~~Trustee hereunder~~Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State thereof~~ of its states, or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such ~~Authenticating~~ authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, ~~conversion~~ conversion, or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice ~~thereof~~ to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment ~~hereunder~~ under this Indenture shall become vested with all the rights, ~~powers~~ powers, and duties of its ~~predecessor hereunder~~predecessor, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from ~~time to~~ time-to-time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed ~~thereon~~on it, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~U.S. Bank Trust Company, National Association, as Trustee By By: As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Officer

Appears in 2 contracts

Samples: Indenture (Abacus Life, Inc.), Indenture (Abacus Life, Inc.)

Appears in 2 contracts

Samples: Indenture (International Seaways, Inc.), Indenture (International Seaways, Inc.)

Appears in 2 contracts

Samples: Onb Capital Trust Iv, HCC Capital Trust Ii

Appears in 2 contracts

Samples: Allied Waste Industries Inc, Allied Waste Industries Inc

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, conversion or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and the Guarantor and shall at all times be a ~~corporation~~ Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~corporation~~ Person resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~corporation~~ Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such ~~corporation~~ Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the ~~Trustee~~ Trustee, the Company and to the ~~Issuer~~Guarantor. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating ~~Agent~~ Agent, the Company and to the ~~Issuer~~Guarantor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and to the Guarantor and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~_________________________________, as As Trustee By _________________________, As Authenticating Agent ~~If all~~ By _________________________, Authorized Signatory ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY Section 701. Company to Furnish Trustee Names and Addresses of ~~the Securities of a series may not~~ Holders. The Company will furnish or cause to be ~~originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes~~ furnished to ~~have Securities of such series authenticated upon original issuance,~~ the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.

Appears in 2 contracts

Samples: Senior Indenture (Brown Tom Inc /De), Senior Indenture (Brown Tom Inc /De)

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer~~Securities remain Outstanding, the Indenture Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Indenture Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption ~~thereof~~ or repayment thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Indenture Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Indenture Trustee or the Indenture Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of ~~America,~~ America or of any ~~State thereof~~ state or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or ~~State authority~~state authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to ~~law~~ laws or to the requirements of ~~said~~ the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that shall be acceptable to the Issuer and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.

Appears in 2 contracts

Samples: Indenture (Beazer Homes Usa Inc), Indenture (Lexington Corporate Properties Trust)

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer~~Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption or repayment thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be reasonably acceptable to the ~~Issuer and~~ Company and, except as may otherwise be provided pursuant to Section 301, shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of ~~America,~~ America or of any ~~State thereof~~ state or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or ~~State authority~~state authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the ~~Issuer~~Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of Securities of or within the series with respect to which such Authenticating Agent will ~~serve~~serve in the manner set forth in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an ~~alternative~~ alternate certificate of authentication substantially in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE~~ U.S. BANK ~~TRUST COMPANY AMERICAS~~NATIONAL ASSOCIATION, as Trustee ~~By As~~ By: as Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Signatory

Appears in 2 contracts

Samples: Junior Subordinated Indenture (Delphi Financial Group Inc/De), Junior Subordinated Indenture (Delphi Financial Group Inc/De)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents (which may be an affiliate of the Company) with respect to one or more series of Securities ~~that~~ which shall be authorized to act on of behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, or partial redemption ~~thereof~~ or conversion, or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the ~~Trustee hereunder~~Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State thereof~~ of its states, or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such ~~Authenticating~~ authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~corporation~~ Person resulting from any merger, ~~conversion~~ conversion, or consolidation to which such Authenticating Agent shall be a party, or any ~~corporation~~ Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such ~~corporation~~ Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice ~~thereof~~ to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment ~~hereunder~~ under this Indenture shall become vested with all the rights, ~~powers~~ powers, and duties of its ~~predecessor hereunder~~predecessor, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed ~~thereon~~on it, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE~~ U.S. BANK ~~TRUST COMPANY AMERICAS~~NATIONAL ASSOCIATION, as Trustee By By: As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Officer

Appears in 2 contracts

Samples: Indenture (Valley National Bancorp), Valley National Bancorp

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of and subject to the direction of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, conversion or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a ~~corporation~~ Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$50,000,000~~ $100,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~corporation~~ Person resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~corporation~~ Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such ~~corporation~~ Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment in the manner provided in Section ~~106~~ 1.06 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series of Securities is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternative~~ alternate certificate of authentication in the following form: Form of Authenticating Agent’s Certificate of Authentication Dated: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated~~As Trustee By: ~~DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By~~ As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Officer

Appears in 2 contracts

Samples: Indenture (Energy Services Puerto Rico LLC), Indenture (Energy Services Puerto Rico LLC)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents (which may be an affiliate of the Company) with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, or partial redemption ~~thereof~~ or conversion, or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the ~~Trustee hereunder~~Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State thereof~~ of its states, or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such ~~Authenticating~~ authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~corporation~~ Person resulting from any merger, ~~conversion~~ conversion, or consolidation to which such Authenticating Agent shall be a party, or any ~~corporation~~ Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such ~~corporation~~ Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice ~~thereof~~ to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment ~~hereunder~~ under this Indenture shall become vested with all the rights, ~~powers~~ powers, and duties of its ~~predecessor hereunder~~predecessor, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed ~~thereon~~on it, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~[________________________________], as Trustee By By: As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Officer Date:

Appears in 2 contracts

Samples: Indenture (Berkshire Hills Bancorp Inc), Indenture (Berkshire Hills Bancorp Inc)

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer,~~ Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve~~. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights~~, ~~powers~~ as their names and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication addresses appear in the ~~following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture~~Security Register. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.Any

Appears in 2 contracts

Samples: Textron Inc, Textron Inc

Appears in 2 contracts

Samples: Indenture (Mead Corp), Indenture (Meadwestvaco Corp)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents (which may be an affiliate of the Company) with respect to one or more series of Securities ~~that~~ which shall be authorized to act on of behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, or partial redemption ~~thereof~~ or conversion, or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the ~~Trustee hereunder~~Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State thereof~~ of its states, or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such ~~Authenticating~~ authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, ~~conversion~~ conversion, or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice ~~thereof~~ to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment ~~hereunder~~ under this Indenture shall become vested with all the rights, ~~powers~~ powers, and duties of its ~~predecessor hereunder~~predecessor, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed ~~thereon~~on it, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 38 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~JPMorgan Chase Bank, N.A., as Trustee By By: As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Officer

Appears in 2 contracts

Samples: Indenture (Huntington Bancshares Inc/Md), Indenture (Huntington Bancshares Inc/Md)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents (which may be an affiliate of the Company) with respect to one or more series of Securities ~~that~~ which shall be authorized to act on of behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, or partial redemption ~~thereof~~ or conversion, or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the ~~Trustee hereunder~~Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State thereof~~ of its states, or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such ~~Authenticating~~ authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~corporation~~ Person resulting from any merger, ~~conversion~~ conversion, or consolidation to which such Authenticating Agent shall be a party, or any ~~corporation~~ Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such ~~corporation~~ Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice ~~thereof~~ to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment ~~hereunder~~ under this Indenture shall become vested with all the rights, ~~powers~~ powers, and duties of its ~~predecessor hereunder~~predecessor, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed ~~thereon~~on it, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~[ ], as Trustee By By: As Authenticating Agent ~~If all of the Securities of a series may not be originally issued at one time,~~ By: Authorized Officer ARTICLE VII Holder’s Lists and ~~if the~~ Reports by Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.Company

Appears in 1 contract

Samples: Indenture (Provident Financial Services Inc)

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer~~Senior Notes remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of ~~Securities~~ Senior Notes that shall be authorized to act on behalf of the Trustee to authenticate ~~Securities~~ Senior Notes of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 304, and ~~Securities~~ Senior Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of ~~Securities~~ Senior Notes by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of ~~Securities~~ Senior Notes, if any, of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 306, 604 and 605 shall be applicable to each Authenticating Agent. If an appointment with respect to one or more series is made pursuant to this Section, the ~~Securities~~ Senior Notes of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternative~~ alternate certificate of authentication in the following form: This is one of the ~~Securities~~ Senior Notes of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as~~ __________________________ As Trustee By By________________________ As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By________________________ Authorized Signatory

Appears in 1 contract

Samples: Indenture (Mirant Americas Generating Inc)

Appointment of Authenticating Agent. ~~The Trustee, with~~ At any time from and after the ~~consent~~ execution of this Indenture the ~~Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate and deliver Securities of such series ~~issued upon exchange~~with respect to which it has been so designated, ~~registration of transfer or partial redemption thereof~~ and Securities so authenticated and delivered shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an the Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United ~~States of America~~States, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ Federal, State or ~~State~~ District of Columbia authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign with respect to one or more series of Securities at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent with respect to one or more series of Securities by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with the provisions of Section 607. ~~If an~~ The provisions of Section 104, 111, 603 and 604 shall be applicable to any Authenticating Agent. Pursuant to each appointment ~~with respect to one or more series is~~ made ~~pursuant to~~ under this Section, the Securities of each series covered by such ~~series~~ appointment may have endorsed thereon, in ~~addition to~~ lieu of the Trustee’s 's certificate of authentication, an ~~alternative~~ alternate certificate of authentication in substantially the following form: This is one of the ~~Securities~~ Securities, of the series designated ~~therein referred to in~~ herein, issued under the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS,~~ [NAME OF TRUSTEE] as Trustee By As (Print Name) --------------------------------------- as Authenticating Agent ~~If all~~ for the Trustee Its ------------------------------------- By --------------------------------------- Authorized Officer ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee with respect to the Securities of a each series ~~may~~ (a) semi-annually, either (i) not ~~be originally issued at one time~~later than June 30 and December 31 in each year in the case of Original Issue Discount Securities which by their terms bear interest only after Maturity, or (ii) not later than 15 days after each Regular Record Date in the case of Securities of any other series, if and ~~if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have~~ so long as Securities of such series ~~authenticated upon original issuance~~are Outstanding, and (b) at such other times as the ~~Trustee~~Trustee may request in writing within 30 days after receipt by the Company of such request, a list in such form as the Trustee may reasonably require containing all the information in the possession or control of the Company, or any of its Paying Agents other than the Trustee as to the names and addresses of the Holders obtained since the date as of which the next previous list, if ~~so requested~~ any was furnished; provided, however, that any such list may exclude names and addresses received by the ~~Issuer~~ Trustee in ~~writing~~ its capacity as Security Registrar if it shall be so acting. Any such list may be dated as of a date not more than 15 days prior to the time such information is furnished or ~~by facsimile (which writing need not comply with Section 102~~ caused to be furnished and need not ~~be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to~~ include information received after such ~~series of Securities~~date.

Appears in 1 contract

Samples: Nordstrom Credit Inc

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents (which may be an affiliate of the Company) with respect to one or more series of Securities ~~that~~ which shall be authorized to act on of behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, or partial redemption ~~thereof~~ or conversion, or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the ~~Trustee hereunder~~Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a ~~corporation~~ Person organized and doing business under the laws of the United States of America, any ~~State thereof~~ of its states, or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such ~~Authenticating~~ authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~corporation~~ Person resulting from any merger, ~~conversion~~ conversion, or consolidation to which such Authenticating Agent shall be a party, or any ~~corporation~~ Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such ~~corporation~~ Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice ~~thereof~~ to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment ~~hereunder~~ under this Indenture shall become vested with all the rights, ~~powers~~ powers, and duties of its ~~predecessor hereunder~~predecessor, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed ~~thereon~~on it, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE~~ THE BANK OF NEW YORK MELLON TRUST ~~COMPANY AMERICAS~~COMPANY, N.A., as Trustee ~~By As~~ By: as Authenticating Agent ~~If all of the Securities of a series may not be originally issued at one time,~~ By: Authorized Signatory ARTICLE VII Holder’s Lists and ~~if the~~ Reports by Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.Company

Appears in 1 contract

Samples: Valley National Bancorp

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents ~~with respect to one or more series of Securities that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities ~~of such series~~ issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, partial redemption or partial ~~redemption thereof~~ purchase or pursuant to Section 307, and Securities so ~~authenticated~~ authenticated, and the Senior Subordinated Guarantees endorsed thereon, shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if such Securities had been authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of 104 authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$50,000,000~~ $50 million and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment first-class postage prepaid, to each Holder of Securities at such Holder's address as it appears in the ~~manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor 105 hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. If an appointment ~~with respect to one or more series~~ is made pursuant to this Section, the Securities ~~of such series~~ may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities ~~of the series designated therein referred to~~ described in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~______________________________, as As Trustee By By___________________________, As Authenticating Agent ~~If all~~ By___________________________ Authorized Officer ARTICLE SEVEN Holders' Lists and Reports by Trustee and Company SECTION 701. Company to Furnish Trustee Names and Addresses of ~~the Securities of a series may not~~ Holders. The Company will furnish or cause to be ~~originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes~~ furnished to ~~have Securities of such series authenticated upon original issuance,~~ the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.

Appears in 1 contract

Samples: Allied Waste Industries Inc

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer~~Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption ~~thereof~~ or repayment thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of ~~America,~~ America or of any ~~State thereof~~ state or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or if such Authenticating Agent is a member of a bank holding company system, its bank holding company shall have) a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or ~~State authority~~state authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the ~~Issuer~~Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of Securities of the series with respect to which such Authenticating Agent will ~~serve~~serve in the manner set forth in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s 's certificate of authentication, an ~~alternative~~ alternate certificate of authentication substantially in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE~~ STATE STREET BANK AND TRUST COMPANY ~~AMERICAS~~OF CALIFORNIA, N.A. as Trustee ~~By As~~ and Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: ---------------------------------- Authorized Signatory ARTICLE SEVEN - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 1 contract

Samples: Oasis Residential Inc

Appears in 1 contract

Samples: Indenture (GreenHunter Energy, Inc.)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents (which may be an affiliate of the Company) with respect to one or more series of Securities ~~that~~ which shall be authorized to act on of behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, or partial redemption ~~thereof~~ or conversion, or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the ~~Trustee hereunder~~Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State thereof~~ of its states, or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such ~~Authenticating~~ authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~corporation~~ Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~corporation~~ Person resulting from any merger, ~~conversion~~ conversion, or consolidation to which such Authenticating Agent shall be a party, or any ~~corporation~~ Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such ~~corporation~~ Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice ~~thereof~~ to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment ~~hereunder~~ under this Indenture shall become vested with all the rights, ~~powers~~ powers, and duties of its ~~predecessor hereunder~~predecessor, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed ~~thereon~~on it, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE~~ THE BANK OF NEW YORK MELLON TRUST ~~COMPANY AMERICAS~~COMPANY, N.A., as Trustee By By: As Authenticating Agent ~~If all of the Securities of a series may not be originally issued at one time,~~ By: Authorized Officer ARTICLE VII Holder’s Lists and ~~if the~~ Reports by Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.Company

Appears in 1 contract

Samples: Valley National Bancorp

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer~~Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and the Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.7. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed ~~thereon, in addition to the Trustee’s certificate of authentication,~~ thereon an alternative certificate of authentication in the following form: "This is one of the Securities of the series designated ~~therein~~ herein referred to in the within-mentioned Indenture. ~~Dated~~THE BANK OF NEW YORK, As Trustee By: ~~DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By~~ -------------------------- As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: -------------------------- Authorized Signatory

Appears in 1 contract

Samples: Travelers Property Casualty Corp

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to the Securities of one or more ~~series of Securities that~~ series, which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United ~~States of America~~States, any State or territory thereof or the District of Columbia, authorized under such laws to act as ~~Authenticating~~ Authenti- cating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve~~Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor ~~Authenticating~~ Authen- ticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with, and subject to the provisions of, Section 907. The provisions of Sections 308, 904 and 905 shall be applicable to each Authenticating Agent. If an appointment with respect to the Securities of one or more series is shall be made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternative~~ alternate certificate of authentication substantially in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ~~DEUTSCHE BANK TRUST COMPANY AMERICAS, as~~ ________________________ As Trustee By By_____________________ As Authenticating Agent By_____________________ Authorized Signatory If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the ~~Issuer~~ Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the ~~Issuer~~ Company in writing ~~or by facsimile~~ (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall ~~appoint~~ appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent having an office in a Place of Payment designated by the ~~Issuer~~ Company with respect to such series of Securities.. ARTICLE TEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 1 contract

Samples: Enserch Capital I

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to ~~one or more series of Securities that~~ the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities ~~of such series~~ issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 207, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State~~ state or territory thereof or the District of ~~Columbia~~Columbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve~~Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 209, 804 and 805 shall be applicable to each Authenticating Agent. If an ~~appointment with respect to one or more series~~ Authenticating Agent is ~~made~~ appointed pursuant to this Section, the Securities ~~of such series~~ may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternative~~ alternate certificate of authentication in the following form: This is one of the Securities ~~of the series designated therein~~ referred to in the within-mentioned Indenture~~. Dated~~: ~~DEUTSCHE BANK TRUST COMPANY AMERICAS~~JPMorgan Chase Bank, as Trustee ~~By As~~ By: _______________________, as Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: ________________________ Authorized Signatory ARTICLE NINE GUARANTEE

Appears in 1 contract

Samples: PPL Corp

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of and subject to the direction of the Trustee to authenticate and deliver Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall ~~continue to~~ be an the successor of the Authenticating ~~Agent~~Agent hereunder, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment in the manner provided in Section ~~106~~ 1.06 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. ~~The Issuer~~ Except with respect to an Authenticating Agent appointed at the request of the Company, the Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~U.S. Bank National Association, as Trustee ~~By As~~ By: _________________________________, as Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Signatory ARTICLE VII. HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 1 contract

Samples: Indenture (Flir Systems Inc)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue (in accordance with procedures acceptable to the Trustee) and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the ~~corporate agency or~~ corporate trust business of an Authenticating ~~Agent,~~ Agent shall ~~continue to~~ be an the successor Authenticating ~~Agent~~Agent hereunder, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment of an Authenticating Agent with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~JPMorgan Chase Bank, as As Trustee By _____________________________, As Authenticating Agent ~~If all~~ By: _____________________________, Authorized Officer ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY Section 701. Company to Furnish Trustee Names and Addresses of ~~the Securities of a series may not~~ Holders. The Company will furnish or cause to be ~~originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes~~ furnished to ~~have Securities of such series authenticated upon original issuance,~~ the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.

Appears in 1 contract

Samples: Indenture (Everest Re Group LTD)

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer,~~ Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate and deliver Securities of such series ~~issued upon exchange~~with respect to which it has been so designated, ~~registration of transfer or partial redemption thereof~~ and Securities so authenticated and delivered shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United ~~States of America~~States, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ Federal, State or ~~State~~ District of Columbia authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this ~~Section~~section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign with respect to one or more series of Securities at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent with respect to one or more series of Securities by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all ~~Holders~~ holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. ~~If an~~ The provisions of Sections 104, 111, 603, 604 and 605 shall be applicable to any Authenticating Agent. Pursuant to each appointment ~~with respect to one or more series is~~ made ~~pursuant to~~ under this Section, the Securities of each series covered by such ~~series~~ appointment may have endorsed thereon, in ~~addition to~~ lieu of the Trustee’s 's certificate of authentication, an ~~alternative~~ alternate certificate of authentication in substantially the following form: This is one of the ~~Securities~~ Securities, of the series designated ~~therein referred to in~~ herein, issued under the within-mentioned Indenture. ~~Dated: DEUTSCHE~~ BANK ONE TRUST COMPANY, N.A. By:__________________________________ as Authenticating Agent, By:__________________________________ Authorized Officer ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY ~~AMERICAS, as~~ SECTION 701. Company to Furnish Trustee ~~By As Authenticating Agent If all~~ Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee with respect to the Securities of a each series ~~may~~ (a) semi-annually, either (i) not ~~be originally issued at one time~~later than June 30 and December 31 in each year in the case of Original Issue Discount Securities which by their terms bear interest only after Maturity, or (ii) not later than 15 days after each Regular Record Date in the case of Securities of any other series, if and ~~if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have~~ so long as Securities of such series ~~authenticated upon original issuance~~are Outstanding, and (b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of such request, a list in such form as the Trustee may reasonably require containing all the information in the possession or control of the Company, or any of its Paying Agents other than the Trustee, as to the names and addresses of the Holders obtained since the date as of which the next previous list, if ~~so requested~~ any, was furnished; provided, however, that any such list may exclude names and addresses received by the ~~Issuer~~ Trustee in ~~writing~~ its capacity as Security Registrar if it shall be so acting. Any such list may be dated as of a date not more than 15 days prior to the time such information is furnished or ~~by facsimile (which writing need not comply with Section 102~~ caused to be furnished and need not ~~be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to~~ include information received after such ~~series of Securities~~date.

Appears in 1 contract

Samples: Indenture (PHH Corp)

Appointment of Authenticating Agent. The ~~Trustee~~Trustee may, with notice to the ~~consent of the Issuer~~Company, ~~may~~ appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as~~ ---------------------------------------- HSBC Bank USA As Trustee By -------------------------------------- As Authenticating Agent ~~If all~~ By -------------------------------------- Authorized Officer ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. Company to Furnish Trustee Names and Addresses of ~~the Securities of a series may not be originally issued at one time~~Holders. The Company will, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to ~~such~~ each series of ~~Securities.~~Securities Outstanding, furnish or cause to be furnished to the Trustee

Appears in 1 contract

Samples: Indenture (Portland General Electric Co /Or/)

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer,~~ Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate and deliver Securities of such series ~~issued upon exchange~~with respect to which it has been so designated, ~~registration of transfer or partial redemption thereof~~ and Securities so authenticated and delivered shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United ~~States of America~~States, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ Federal, State or ~~State~~ District of Columbia authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this ~~Section~~section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign with respect to one or more series of Securities at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent with respect to one or more series of Securities by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all ~~Holders~~ holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with the provisions of Section 607. ~~If an~~ The provisions of Sections 104, 111, 603, 604 and 605 shall be applicable to any Authenticating Agent. Pursuant to each appointment ~~with respect to one or more series is~~ made ~~pursuant to~~ under this Section, the Securities of each series covered by such ~~series~~ appointment may have endorsed thereon, in ~~addition to~~ lieu of the Trustee’s 's certificate of authentication, an ~~alternative~~ alternate certificate of authentication in substantially the following form: This is one of the ~~Securities~~ Securities, of the series designated ~~therein referred to in~~ herein, issued under the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST~~ The Bank of New York By ______________________________ as Authenticating Agent, By _______________________________ Authorized Officer ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY ~~AMERICAS, as~~ SECTION 701. Company to Furnish Trustee ~~By As Authenticating Agent If all~~ Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee with respect to the Securities of a each series ~~may~~ (a) semi-annually, either (i) not ~~be originally issued at one time~~later than June 30 and December 31 in each year in the case of Original Issue Discount Securities which by their terms bear interest only after Maturity, or (ii) not later than 15 days after each Regular Record Date in the case of Securities of any other series, if and ~~if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have~~ so long as Securities of such series ~~authenticated upon original issuance~~are Outstanding, and (b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of such request, a list in such form as the Trustee may reasonably require containing all the information in the possession or control of the Company, or any of its Paying Agents other than the Trustee, as to the names and addresses of the Holders obtained since the date as of which the next previous list, if ~~so requested~~ any, was furnished; provided, however, that any such list may exclude names and addresses received by the ~~Issuer~~ Trustee in ~~writing~~ its capacity as Security Registrar if it shall be so acting. Any such list may be dated as of a date not more than 15 days prior to the time such information is furnished or ~~by facsimile (which writing need not comply with Section 102~~ caused to be furnished and need not ~~be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to~~ include information received after such ~~series of Securities~~date.

Appears in 1 contract

Samples: PHH Corp

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may from time to time appoint an Authenticating Agent or Agents with respect to one or more series of Securities that shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption ~~thereof~~ or partial purchase or pursuant to Section 308, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include 77 authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this ~~Section~~Section 614, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 614, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this ~~Section~~Section 614. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. In case any Securities shall have been authenticated, but not delivered, by the Authenticating Agent then in office, any successor by merger, conversion or consolidation to such Authenticating Agent may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Authenticating Agent had itself authenticated such Securities. An Authenticating Agent for any series of Securities may resign at any time by giving written notice thereof to the Trustee for such series and to the ~~Issuer~~Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this ~~Section~~Section 614, the Trustee for such series may appoint a successor Authenticating Agent that shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment in the manner provided in Section ~~106~~ 106, to all Holders of Securities of the series ~~with respect to which such Authenticating Agent will serve~~as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this ~~Section~~Section 614. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 311, 604 and 605 shall be applicable to each Authenticating Agent. If an appointment with respect to one or more series is made pursuant to this ~~Section~~Section 614, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s 's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ~~DEUTSCHE~~ ---------------------------- IBJ XXXXXXXX BANK & TRUST ~~COMPANY AMERICAS~~COMPANY, as Trustee By ------------------------------- As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By ------------------------------- Authorizing Signatory

Appears in 1 contract

Samples: Calenergy Co Inc

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer,~~ Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include 61 53 614 authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if 62 54 614,701 originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternative~~ alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE~~ HARRXX XXXST AND SAVINGS BANK ~~TRUST COMPANY AMERICAS, as~~ As Trustee By As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By...................................

Appears in 1 contract

Samples: Anadarko Petroleum Corp

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer~~Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption or repayment thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be reasonably acceptable to the ~~Issuer and~~ Company and, except as may otherwise be provided pursuant to Section 301, shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of ~~America,~~ America or of any State ~~thereof~~ or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State ~~authority~~authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the ~~Issuer~~Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of Securities of or within the series with respect to which such Authenticating Agent will ~~serve~~serve in the manner set forth in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s 's certificate of authentication, an ~~alternative~~ alternate certificate of authentication substantially in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~_____________________, as Trustee ~~By As~~ By:________________________ as Authenticating Agent ~~If all~~ By:________________________ Authorized Officer SECTION 612. Certain Duties and Responsibilities. No provision of ~~the Securities of a series may not be originally issued at one time, and if~~ this Indenture shall require the Trustee ~~does not~~ to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have ~~an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities~~ reasonable grounds for believing that repayment of such ~~series authenticated upon original issuance~~funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the ~~Trustee, if so requested by~~ conduct or affecting the ~~Issuer in writing~~ liability of or ~~by facsimile (which writing need not comply with Section 102 and need not~~ affording protection to the Trustee shall be ~~accompanied by an Opinion~~ subject to the provisions of ~~Counsel), shall appoint in accordance with~~ this ~~Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities~~Section.

Appears in 1 contract

Samples: Unumprovident Financing Trust Iii

Appointment of Authenticating Agent. The ~~Trustee,~~ Trustee may with the consent of the ~~Issuer, may~~ Company appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of ~~transfer~~ transfer, partial conversion or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee or the Company may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company or the Trustee, as the case may be. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as ~~Trustee By As Authenticating Agent If all of the Securities of a series may not be originally issued at one time,~~ their names and ~~if the Trustee does not have an office capable of authenticating Securities upon original issuance located~~ addresses appear in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.the

Appears in 1 contract

Samples: Nabors Industries Inc

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents only with the consent of the Company with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated~~U.S. Bank National Association, As Trustee By: ~~DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By~~ As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Officer

Appears in 1 contract

Samples: Alberto-Culver CO

Appointment of Authenticating Agent. The ~~Trustee~~Trustee may, ~~with~~ at the ~~consent~~ instruction and request of the ~~Issuer~~Company, ~~may~~ appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$50,000,000~~ $500,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.this

Appears in 1 contract

Samples: Solutia Inc

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents ~~with respect to one or more series of Securities that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities ~~of such series~~ issued upon original issue and upon exchange, registration of transfer or partial redemption ~~thereof~~ or pursuant to Section 3.07, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State~~ state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or in the case of a corporation included in a bank holding company system, the related bank holding company having) a combined capital and surplus of not less than ~~US$50,000,000~~ $100.0 million and subject to supervision or examination by Federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent ~~shall cease~~ ceases to be eligible in accordance with the provisions of this ~~Section~~Section 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this ~~Section~~Section 6.14. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent ~~shall be~~ is a party, or any corporation succeeding to the ~~corporate~~ Corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, ; provided such corporation shall be otherwise eligible under this ~~Section~~Section 6.14, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that shall be acceptable to the Issuer and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.

Appears in 1 contract

Samples: Indenture (Rural Cellular Corp)

Appears in 1 contract

Samples: Yellow Roadway Technologies Inc

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents ~~with respect to one or more series of Securities that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities ~~of such series~~ issued upon original ffny03\kanarda\673880.4 (NY) 18002/046/INDENTURE/indenture.doc issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 308, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of ~~Securities of~~ Securities, as their names and addresses appear in the ~~series with respect to which such Authenticating Agent will serve~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. ffny03\kanarda\673880.4 (NY) 18002/046/INDENTURE/indenture.doc The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to ~~one or more series~~ the Securities is made pursuant to this Section, the Securities ~~of such series~~ may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities ~~of the series designated therein~~ referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE~~ THE BANK ~~TRUST COMPANY AMERICAS~~OF NEW YORK, as Trustee By By: _________________________________ As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: __________________________________ Authorized Officer ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 1 contract

Samples: Royal Caribbean Cruises LTD

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer,~~ Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, . then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternative~~ alternate certificate of authentication in the following form: This is one of the Securities of or the series designated therein referred to in the within-mentioned Indenture. ~~Dated~~THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), As Trustee By: ~~DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By~~ _____________________________________ As Authenticating Agent ~~If all~~ By: _____________________________________ Authorized Officer ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. Company to Furnish Trustee Names and Addresses of ~~the Securities of a series may not~~ Holders. The Company will furnish or cause to be ~~originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes~~ furnished to ~~have Securities of such series authenticated upon original issuance,~~ the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.

Appears in 1 contract

Samples: Indenture (Georgia Pacific Corp)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to the Bonds of one or more ~~series of Securities that~~ series, which shall be authorized to act on behalf of the Trustee to authenticate ~~Securities~~ Bonds of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and ~~Securities~~ Bonds so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of ~~Securities~~ Bonds by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United ~~States of America~~States, any ~~State~~ state or territory thereof or the District of ~~Columbia~~Columbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$50,000,000~~ Fifty Million Dollars ($50,000,000) and subject to supervision or examination by ~~Federal~~ federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the Issuer and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.the

Appears in 1 contract

Samples: Indenture (PACIFIC GAS & ELECTRIC Co)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Securities Administrator may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the ~~Trustee~~ Securities Administrator to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the ~~Trustee~~ Securities Administrator or the ~~Trustee~~Securities Administrator’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$50,000,000~~ $25 million and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the ~~Trustee~~ Trustee, the Securities Administrator and to the ~~Issuer~~Company. The ~~Trustee~~ Securities Administrator may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Trustee and the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the ~~Trustee~~ Securities Administrator may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment in the manner provided in Section ~~106~~ 1.06 to all Holders of Securities of the series with respect to which such Authenticating Agent will ~~serve~~serve DB1/88479535.4 and to the Trustee. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the ~~Trustee~~Securities Administrator’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the ~~within-mentioned~~ within‑mentioned Indenture. ~~Dated~~not in its individual capacity but solely as Securities Administrator By: ~~DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By~~ As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.Agent

Appears in 1 contract

Samples: OM Asset Management PLC

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer~~Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents (which may be an Affiliate or Affiliates of the Company) with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue or upon exchange, registration of transfer or partial redemption ~~thereof~~ thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer and~~ Company and, except as may otherwise be provided pursuant to Section 301, shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of ~~America,~~ America or of any State ~~thereof~~ or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$50,000,000~~ $5,000,000 and subject to supervision or examination by Federal or State ~~authority~~authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of ~~said~~ the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the ~~Issuer~~Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall promptly give written notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of Securities of the series with respect to which such Authenticating Agent will ~~serve~~serve in the manner set forth in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an ~~alternative~~ alternate certificate of authentication substantially in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~American Stock Transfer & Trust Company, LLC, as Trustee ~~By As~~ By: Authenticating Agent By: Authorized Signatory If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the ~~Issuer~~ Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the ~~Issuer~~ Company in writing ~~or by facsimile~~ (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent (which, if so requested by the Company, shall be an Affiliate of the Company) having an office in a Place of Payment designated by the ~~Issuer~~ Company with respect to such series of Securities., provided that the terms and conditions of such appointment are acceptable to the Trustee. ARTICLE SEVEN

Appears in 1 contract

Samples: Pennantpark Investment Corp

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer,~~ Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate and deliver Securities of such series ~~issued upon exchange~~with respect to which it has been so designated, ~~registration of transfer or partial redemption thereof~~ and Securities so authenticated and delivered shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United ~~States of America~~States, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by ~~Federal~~ Federal, State or ~~State~~ District of Columbia authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this ~~Section~~section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign with respect to one or more series of Securities at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent with respect to one or more series of Securities by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all ~~Holders~~ holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with the provisions of Section 607. ~~If an~~ The provisions of Sections 104, 111, 603, 604 and 605 shall be applicable to any Authenticating Agent. Pursuant to each appointment ~~with respect to one or more series is~~ made ~~pursuant to~~ under this Section, the Securities of each series covered by such ~~series~~ appointment may have endorsed thereon, in ~~addition to~~ lieu of the Trustee’s 's certificate of authentication, an ~~alternative~~ alternate certificate of authentication in substantially the following form: This is one of the ~~Securities~~ Securities, of the series designated ~~therein referred to in~~ herein, issued under the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST~~ The First National Bank of Chicago By ______________________________ as Authenticating Agent, By _______________________________ Authorized Officer ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY ~~AMERICAS, as~~ SECTION 701. Company to Furnish Trustee ~~By As Authenticating Agent If all~~ Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee with respect to the Securities of a each series ~~may~~ (a) semi-annually, either (i) not ~~be originally issued at one time~~later than June 30 and December 31 in each year in the case of Original Issue Discount Securities which by their terms bear interest only after Maturity, or (ii) not later than 15 days after each Regular Record Date in the case of Securities of any other series, if and ~~if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have~~ so long as Securities of such series ~~authenticated upon original issuance~~are Outstanding, and (b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of such request, a list in such form as the Trustee may reasonably require containing all the information in the possession or control of the Company, or any of its Paying Agents other than the Trustee, as to the names and addresses of the Holders obtained since the date as of which the next previous list, if ~~so requested~~ any, was furnished; provided, however, that any such list may exclude names and addresses received by the ~~Issuer~~ Trustee in ~~writing~~ its capacity as Security Registrar if it shall be so acting. Any such list may be dated as of a date not more than 15 days prior to the time such information is furnished or ~~by facsimile (which writing need not comply with Section 102~~ caused to be furnished and need not ~~be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to~~ include information received after such ~~series of Securities~~date.

Appears in 1 contract

Samples: PHH Corp

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents ~~with respect to one or more series of Securities that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities ~~of such series~~ issued upon original issue and upon exchange, registration of transfer or partial redemption ~~thereof~~ or pursuant to Section 3.07, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any ~~State~~ state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or in the case of a corporation included in a bank holding company system, the related bank holding company having) a combined capital and surplus of not less than ~~US$50,000,000~~ $100,000,000 and subject to supervision or examination by Federal or ~~State~~ state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent ~~shall cease~~ ceases to be eligible in accordance with the provisions of this ~~Section~~Section 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this ~~Section~~Section 6.14. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent ~~shall be~~ is a party, or any corporation succeeding to all or substantially all of the ~~corporate~~ Corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, ; provided such corporation shall be otherwise eligible under this ~~Section~~Section 6.14, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a 2012 Notes Indenture termination, or in case at any time such Authenticating Agent ~~shall cease~~ ceases to be eligible in accordance with the provisions of this ~~Section~~Section 6.14, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders ~~of Securities of~~ as their names and addresses appear in the ~~series with respect to which such Authenticating Agent will serve~~Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless it is eligible under the provisions of this ~~Section~~Section 6.14. The ~~Issuer~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this ~~Section~~Section 6.14, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment ~~with respect to one or more series~~ is made pursuant to this ~~Section~~Section 6.14, the Securities ~~of such series~~ may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities ~~of the series designated therein referred to~~ described in the within-mentioned Indenture. ~~Dated~~U.S. BANK NATIONAL ASSOCIATION, As Trustee By: ~~DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By~~ As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Officer

Appears in 1 contract

Samples: Texas Unwired

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer,~~ Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication~~, except upon original issue or pursuant to Section 306~~, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an ~~alternative~~ alternate certificate of authentication in the following form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~THE CHASE MANHATTAN BANK, as As Trustee By By____________________________ As Authenticating Agent ~~If all~~ By____________________________ Authorized Officer" ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. Disclosure Of Names And Addresses Of Holders. Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of the ~~Securities~~ disclosure of ~~a series may not be originally issued at one time,~~ any such information as to the names and if addresses of the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint Holders in accordance with ~~this~~ Section ~~an Authenticating Agent having an office in~~ 312 of the Trust Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a ~~Place~~ request made under Section 312(b) of ~~Payment designated by~~ the ~~Issuer with respect to such series of Securities~~Trust Indenture Act.

Appears in 1 contract

Samples: Indenture (Ambac Financial Group Inc)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of and subject to the direction of the Trustee to authenticate and deliver Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$50,000,000~~ $100,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment in the manner provided in Section ~~106~~ 1.06 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. ~~The Issuer~~ Except with respect to an Authenticating Agent appointed at the request of the Company, the Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~[Indenture Trustee], as Trustee ~~By As~~ By: _________________________________, as Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Signatory

Appears in 1 contract

Samples: Indenture (RigNet, Inc.)

Appointment of Authenticating Agent. ~~The Trustee, with the consent~~ At any time when any of the ~~Issuer,~~ Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the ~~purposes~~ purpose of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an ~~alternative~~ alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE~~ THE BANK ~~TRUST COMPANY AMERICAS~~OF NEW YORK MELLON, as Trustee By As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By Authorized Signatory ARTICLE VII

Appears in 1 contract

Samples: Indenture (Colony Financial, Inc.)

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an authenticating agent or agents (“Authenticating ~~Agent~~ Agent” or ~~Agents~~ “Agent”) with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$~~$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Issuer~~ Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated~~THE BANK OF NEW YORK, As Trustee By: ~~DEUTSCHE BANK TRUST COMPANY AMERICAS~~, ~~as Trustee By~~ As Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: Authorized Officer

Appears in 1 contract

Samples: Allianz Finance III B.V.

Appointment of Authenticating Agent. The ~~Trustee, with the consent of the Issuer,~~ Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities ~~that~~ which shall be authorized to act on behalf of and subject to the direction of the Trustee to authenticate and deliver Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, ~~except upon original issue or pursuant to Section 306,~~ such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Issuer~~ Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than ~~US$50,000,000~~ $100,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Issuer~~Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Issuer~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent ~~that~~ which shall be acceptable to the ~~Issuer~~ Company and shall give notice of such appointment in the manner provided in Section ~~106~~ 1.06 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. ~~The Issuer~~ Except with respect to an Authenticating Agent appointed at the request of the Company, the Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS~~[TRUSTEE], as Trustee ~~By As~~ By: ______________________________, as Authenticating Agent If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.By: ______________________________ Authorized Signatory

Appears in 1 contract

Samples: Subordinated Indenture (Magnum Hunter Resources Corp)

Common use of Appointment of Authenticating Agent Clause in Contracts