Common use of Registrar, Transfer Agent and Paying Agent Clause in Contracts

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 3 contracts

Samples: Indenture (Royal Caribbean Cruises LTD), Indenture (Royal Caribbean Cruises LTD), Indenture (Royal Caribbean Cruises LTD)

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Registrar, Transfer Agent and Paying Agent. The Issuer Company shall maintain an office or agency where Notes may be presented for the registration of the Notes and of their transfer or for exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), ) and an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) ). The Registrar and an office or agency where notices or demands the Transfer Agent will maintain a register reflecting ownership of definitive registered Notes outstanding from time to or upon the Issuer in respect time and will make payments on and facilitate transfers of definitive registered Notes on behalf of the Notes may be servedCompany. The Issuer Company may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional Paying Agentspaying agents. The Issuer or term “Registrar” includes any of its Affiliates may act as co-registrar, the term “Transfer Agent, Registrar, co-Registrar, ” includes any additional transfer agent and the term “Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor Agent” includes any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09additional paying agent. The Issuer hereby appoints (i) Company may change the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar or the Transfer Agent without prior notice to any Holder. The Company shall keep a record notify the Trustee in writing of the Note so replaced name and the Note issued in replacement thereof. In the case of the cancellation address of any of the Notes, the Registrar shall keep Agent not a record of the Note so canceled and the date on which such Note was canceledparty to this Indenture. The Issuer Company shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agentAgent. If the Issuer Company fails to appoint or maintain a another entity as Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to shall act as such. The Company or any of its Restricted Subsidiaries may act as Paying Agent, Registrar or Transfer Agent. The Company initially appoints (i) the office of Deutsche Bank AG, London Branch in London, located at Xxxxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, as Principal Paying Agent (the “Principal Paying Agent”) and (ii) the office of Deutsche Bank Luxembourg S.A., located at 0, xxxxxxxxx Xxxxxx Xxxxxxxx, L-1115 Luxembourg, as Registrar and Transfer Agent for the Notes and as agent for services of notices and demands in connection with the Notes and each hereby accepts such appointment. If and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, the Company shall be entitled maintain a Paying Agent, Registrar and Transfer Agent in Ireland. If the Notes are listed on any other securities exchange, the Company shall satisfy any requirement of such securities exchange as to appropriate compensation therefor pursuant Paying Agents, Registrars and Transfer Agents. If and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of such exchange so require, the Company shall publish a notice of any change of Paying Agent, Registrar or Transfer Agent in a newspaper having a general circulation in Ireland or, to Section 7.05the extent and in the manner permitted by such rules, posted on the website of the Irish Stock Exchange at xxxx://xxx.xxx.xx or otherwise in accordance with the requirements of the rules of the Irish Stock Exchange.

Appears in 3 contracts

Samples: Indenture (Belden Inc.), Indenture (Belden Inc.), Indenture (Belden Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), i) an office or agency where Notes may be transferred or exchanged presented for registration (the “Transfer AgentRegistrar”), which shall be Wilmington Trust, National Association as of the date of this Indenture, (ii) an office or agency where the Notes may be presented for transfer or for exchange (the “Transfer Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent” and references to ”), which shall be Wilmington Trust, National Association as of the Paying Agent date of this Indenture. The Registrar shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may (“Note Register”) and of their transfer and exchange. The registered Holder of a Note will be servedtreated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Issuer may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying AgentsAgent” includes any additional paying agents. The Issuer or may change any of its Affiliates may act as Transfer Paying Agent, Registrar, co-Registrar, Paying Transfer Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and or Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to without prior receipt by it of those funds to be disbursed. Subject notice to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceledHolder. The Issuer shall enter into an appropriate agency agreement with notify the Trustee in writing of the name and address of any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to appoint or maintain a Registrar another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of the Issuer’s Subsidiaries may appoint a suitably qualified act as Paying Agent, Transfer Agent or Registrar upon written notice to the Trustee. The Issuer initially appoints The Depository Trust Company, its nominees and reputable party successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes of a series are listed on an exchange and the rules of such exchange so require, the Issuer will satisfy any requirement of such exchange as to paying agents, registrars and shall be entitled to appropriate compensation therefor pursuant to Section 7.05transfer agents and will comply with any notice requirements required under such exchange in connection with any change of paying agent, registrar or transfer agent.

Appears in 2 contracts

Samples: Indenture (Hilton Worldwide Holdings Inc.), Indenture (Hilton Worldwide Holdings Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), i) an office or agency where Notes may be transferred or exchanged presented for registration (the Transfer AgentRegistrar”), (ii) an office or agency where the Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent ”). The Registrar shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may be served(“Note Register”) and of their transfer and exchange. The Issuer registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional Paying Agentspaying agents. The Issuer or term “Registrar” includes any of its Affiliates may act as co-registrar, the term “Transfer Agent, Registrar, ” includes any co-Registrar, transfer agent and the term “Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor Agent” includes any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09additional paying agents. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Issuers may change any Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointmentsTransfer Agent or Registrar without prior notice to any Holder. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to Issuers shall notify the Trustee in this Indenture as the “Agents.” The roles, duties and functions writing of the Agents are of a mechanical nature name and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement address of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to appoint or maintain a Registrar another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers initially appoint a suitably qualified and reputable party The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers initially appoint the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and shall be entitled to appropriate compensation therefor pursuant to Section 7.05transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Appears in 2 contracts

Samples: Indenture (Vine Energy Inc.), Indenture (Magnolia Oil & Gas Corp)

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain (i) an office or agency where Notes may be presented for the registration of the Notes and of their transfer or for exchange (the “Registrar”), (ii) an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent”). The Registrar and references to the Paying Transfer Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may be served(the “Note Register”) and of their transfer and exchange and will facilitate transfers of the Notes on behalf of the Issuer. The Issuer Issuers may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars additional paying agents and one or more additional Paying Agentstransfer agents. The Issuer or term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any additional transfer agent and the term “Paying Agent” includes any additional paying agent. For avoidance of its Affiliates may doubt, there shall be only one Note Register. The Company initially appoints The Depository Trust Company (“DTC”) to act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection Depositary with respect to the Global Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust OfficeIssuers initially appoint U.S. Bank National Association, as Registrar. Each hereby accepts such appointments, Transfer Agent and Paying Agent with respect to the Notes. The Transfer Agentrights, Principal Paying powers, duties, obligations and actions of each Agent and Registrar and any authenticating agent are collectively referred to in under this Indenture as the “Agents.” The rolesare several and not joint or joint and several, duties and functions of the Agents are of a mechanical nature and each Agent shall only be obliged to perform those acts and duties as specifically expressly set out in this Indenture and shall have no other actsimplied duties. The Issuers may change the Registrar, covenants, obligations Transfer Agent or duties Paying Agent without prior notice to any Holder. The Issuers shall be implied or read into this Indenture against any notify the Trustee in writing of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws name and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement address of any of the NotesRegistrar, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Transfer Agent or Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to appoint or maintain a Registrar another entity as Registrar, Transfer Agent or Paying Agent, the Trustee may appoint a suitably qualified and reputable party shall, to the extent that it is capable, act as such. An Issuer or any of its Subsidiaries may act as Registrar, Transfer Agent or Paying Agent. If, and to the extent that, the Notes are listed on an exchange and the rules of such exchange so require, the Issuers shall satisfy any requirement of such exchange as to paying agents, registrars and shall be entitled to appropriate compensation therefor pursuant to Section 7.05transfer agents and will comply with any notice requirements required under such exchange in connection with any change of paying agent, registrar or transfer agent.

Appears in 2 contracts

Samples: Indenture (Organon & Co.), Indenture (Organon & Co.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight ‎‎Eight and Sections 4.06 ‎‎4.09 and 4.09‎‎4.11. The Issuer hereby appoints (i) the TrusteeU.S. Bank National Association, located at its Corporate Trust Office 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107 (the “Principal Paying Agent”) and (ii) the TrusteeU.S. Bank National Association, located at its Corporate Trust Office00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” ”. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section ‎‎Section 7.05.

Appears in 2 contracts

Samples: Indenture (Norwegian Cruise Line Holdings Ltd.), Indenture (Norwegian Cruise Line Holdings Ltd.)

Registrar, Transfer Agent and Paying Agent. The Issuer Company shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Company in respect of the Notes may be served. The Issuer Company shall maintain a Transfer Agent and Paying Agent in Atlanta, Georgia. The Company may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer Company or any of or its Affiliates Subsidiaries incorporated in the United States may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided provided, however, that neither the Issuer Company nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.098. The Issuer For the purposes of this Section 2.3, the Company hereby appoints (i) the TrusteeU.S. Bank National Association, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee0000 Xxxx Xxxxxxxxx Xxxxxx, located at its Corporate Trust OfficeXX Xxxxx 0000 Xxxxxxx, XX 00000, as Registrar. Each hereby accepts such appointments. The Registrar and as Transfer Agent, Principal Agent and Paying Agent in New York, New York and Registrar agent for service of notices and any authenticating agent are collectively referred to demands in this Indenture as connection with the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursedNotes. Subject to any Applicable Laws applicable laws and regulations, the Issuer Company shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of ownership, exchange, exchange and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of the Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Company shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Company shall notify the Trustee of the name and address of any such agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.057.6.

Appears in 2 contracts

Samples: Indenture (Sealed Air Corp/De), Sealed Air Corp/De

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Transfer Agent shall be appointed for record keeping purposes for so long as any Notes are represented by Registered Notes held by the Trustee and all transfers of interests in the Notes, shall be effected through the Registrar. The Issuer shall maintain a Transfer Agent in the United States. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Guarantor or any of its Affiliates Subsidiaries may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided provided, however, that neither the Issuer Guarantor nor any of its Affiliates Subsidiaries shall act as Paying Agent for the purposes of Article Three and Three, Article Eight and Sections 4.06 4.11 and 4.094.15 of this Indenture. The Issuer hereby appoints (i) the Trusteeoffice of GLAS Americas LLC, located at its Corporate Trust Office (the “Principal Paying Agent”) address set forth in Section 14.02, as Registrar and Transfer Agent and (ii) the TrusteeGlobal Loan Agency Services Limited, located at its Corporate Trust Officethe address set forth in Section 14.02 as Paying Agent in London, as RegistrarUnited Kingdom. Each Global Loan Agency Services Limited hereby accepts such appointmentsappointment. The Transfer Paying Agent, Principal Paying Registrar and Transfer Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” ”. Each such Agent hereby accepts such appointments. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s 's obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disburseddisbursed before the deadlines referred to in this Indenture or otherwise required by the Paying Agent. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep and maintain a register (the “Security Register”) at its Corporate Trust Office in whichcorporate trust office, subject to such reasonable regulations as it may prescribe, reflecting the Issuer names and addresses of the Holders and their ownership amounts of the Notes outstanding from time to time and of their transfer and exchange. Without prejudice to the generality of the foregoing, the Registrar shall provide for enter in the Security Register: (a) the name and address of each Holder, (b) the date of registration of ownershipeach Holder in the Security Register, exchange(c) the principal amount of each Note held by a Holder, (d) the date on which a person ceased to be a Holder, and transfer (e) the type of the Notesa Note held by a Holder. Such registration in the Security Register shall be conclusive evidence of the ownership of the Notes, and no notations shall be made on any certificated Note reflecting any increases or decreases therein. Included in the books and records for the Notes shall be notations as to whether such any Registered Notes have been paid, exchanged or transferred, canceledmarked down, cancelled, lost, stolen, mutilated or destroyed and whether such any Registered Notes have been replaced. In the case of the replacement of any of the Registered Notes, the Registrar shall keep a record of the Registered Note so replaced and the Registered Note issued in replacement thereof. In the case of the cancellation of any of the Registered Notes, the Registrar shall keep a record of the Registered Note so canceled cancelled and the date on which such Registered Note was canceledcancelled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture, as necessary. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.057.06.

Appears in 2 contracts

Samples: www.grupocodere.com, www.grupocodere.com

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying AgentsAgents or approve a change in the office through which any of them acts. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of its their Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided provided, however, that neither the Issuer Issuers nor any of its their Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight and Sections 4.06 4.09 and 4.094.11. The Issuer Issuers hereby appoints (i) initially appoint the Trustee, located at its Corporate Trust Office (the “Principal address set forth in Section 12.02(a) as Registrar and as Transfer Agent and Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 2 contracts

Samples: Indenture (Foresight Energy Partners LP), Indenture (Foresight Energy Partners LP)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer shall maintain a Transfer Agent and Paying Agent in New York, New York. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided provided, that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three Articles 3 and Eight 8 and Sections 4.06 4.09 and 4.094.11. The Issuer hereby appoints (i) the Trusteeoffice of Deutsche Bank Trust Company Americas in New York, New York located at its Corporate Trust Office (the “Principal address set forth in Section 13.02(a) as Paying Agent”) Agent in New York, New York and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.057.07.

Appears in 2 contracts

Samples: Digicel Group LTD, Digicel Group LTD

Registrar, Transfer Agent and Paying Agent. The Issuer Company shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), i) an office or agency where Notes may be transferred or exchanged presented for registration (the Transfer AgentRegistrar”), (ii) an office or agency where the Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent ”). The Registrar shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may be served(“Note Register”) and of their transfer and exchange. The Issuer registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Company may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional Paying Agentspaying agents. The Issuer or term “Registrar” includes any of its Affiliates may act as co-registrar, the term “Transfer Agent, Registrar, ” includes any co-Registrar, transfer agent and the term “Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor Agent” includes any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09additional paying agents. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Company may change any Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointmentsTransfer Agent or Registrar without prior notice to any Holder. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to Company shall notify the Trustee in this Indenture as the “Agents.” The roles, duties and functions writing of the Agents are of a mechanical nature name and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement address of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer Company fails to appoint or maintain a Registrar another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Company or any of its Restricted Subsidiaries may appoint act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a suitably qualified and reputable party Note will be treated as the owner of such Note for all purposes. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Company initially appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange (it being understood that the Company will notify the Trustee in writing of any such listing), for so long as the Notes are so listed and shall be entitled the rules of such exchange so require, the Company will satisfy any requirement of such exchange as to appropriate compensation therefor pursuant to Section 7.05paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Appears in 2 contracts

Samples: Indenture (Crescent Energy Co), Indenture (Crescent Energy Co)

Registrar, Transfer Agent and Paying Agent. The Issuer Company shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Company in respect of the Notes may be served. The Issuer Company shall maintain a Transfer Agent and Paying Agent in New York, New York. The Company may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer Company or any of or its Affiliates Subsidiaries incorporated in the United States may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided provided, however, that neither the Issuer Company nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents8. For the avoidance purposes of doubtthis Section 2.3, a the Company hereby appoints U.S. Bank National Association located at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services, as Registrar and as Transfer Agent and Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it Agent in New York, New York and agent for service of those funds to be disbursednotices and demands in connection with the Notes. Subject to any Applicable Laws applicable laws and regulations, the Issuer Company shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of the Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Company shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Company shall notify the Trustee of the name and address of any such agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.057.6.

Appears in 2 contracts

Samples: Indenture (Sealed Air Corp/De), Indenture (Sealed Air Corp/De)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight ‎‎Eight and Sections 4.06 ‎‎4.09 and 4.09‎‎4.11. The Issuer hereby appoints (i) the TrusteeU.S. Bank Trust Company, National Association, located at its Corporate Trust Office 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107 (the “Principal Paying Agent”) and (ii) the TrusteeU.S. Bank Trust Company, National Association, located at its Corporate Trust Office00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” ”. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section ‎‎Section 7.05.

Appears in 2 contracts

Samples: Indenture (Norwegian Cruise Line Holdings Ltd.), Indenture (Norwegian Cruise Line Holdings Ltd.)

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), a) an office or agency where Notes may be transferred or exchanged presented for registration (the “Transfer AgentRegistrar”), which shall be Wilmington Trust, National Association, as of the date of this Indenture, (b) an office or agency where the Notes may be presented for transfer or for exchange (the “Transfer Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture and (c) an office or agency where Notes may be presented for payment (the “Paying Agent” and references to ”), which shall be Wilmington Trust, National Association, as of the Paying Agent date of this Indenture. The Registrar shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may be served(“Note Register”) and of their transfer and exchange. The Issuer registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional Paying Agentspaying agents. The Issuer or term “Registrar” includes any of its Affiliates may act as co-registrar, the term “Transfer Agent, Registrar, ” includes any co-Registrar, transfer agent and the term “Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor Agent” includes any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09additional paying agents. The Issuer hereby appoints Issuers (iand, prior to the Escrow Release Date, the Escrow Issuers) the Trustee, located at its Corporate Trust Office (the “Principal may change any Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointmentsTransfer Agent or Registrar without prior notice to any Holder. The Transfer AgentIssuers (and, Principal Paying Agent and Registrar and any authenticating agent are collectively referred prior to the Escrow Release Date, the Escrow Issuers) shall notify the Trustee in this Indenture as the “Agents.” The roles, duties and functions writing of the Agents are of a mechanical nature name and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement address of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) fail to appoint or maintain a Registrar another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. Either Issuer or any of its respective Subsidiaries may act as Paying Agent, Transfer Agent or Registrar upon written notice to the Trustee. The Escrow Issuers initially appoint a suitably qualified DTC, its nominees and reputable party successors to act as Depositary with respect to any Global Notes. The Escrow Issuers initially appoint the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Notes and any Global Notes. If any Notes are listed on an exchange and the rules of such exchange so require, the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) will satisfy any requirement of such exchange as to paying agents, registrars and shall be entitled to appropriate compensation therefor pursuant to Section 7.05transfer agents and will comply with any notice requirements required under such exchange in connection with any change of paying agent, registrar or transfer agent.

Appears in 2 contracts

Samples: Indenture (Hilton Grand Vacations Inc.), Indenture (Hilton Grand Vacations Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight ‎‎Eight and Sections 4.06 ‎‎4.09 and 4.09‎‎4.11. The Issuer hereby appoints (i) the TrusteeU.S. Bank Trust Company, National Association, located at its Corporate Trust Office 60 Xxxxxxxxxx Xxxxxx, St. Pxxx, Minnesota 55107 (the “Principal Paying Agent”) and (ii) the TrusteeU.S. Bank Trust Company, National Association, located at its Corporate Trust Office60 Xxxxxxxxxx Xxxxxx, St. Pxxx, Minnesota 55107, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” ”. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section ‎‎Section 7.05.

Appears in 1 contract

Samples: Indenture (Norwegian Cruise Line Holdings Ltd.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), i) an office or agency where Notes may be transferred or exchanged presented for registration (the Transfer AgentRegistrar), ) (ii) an office or agency where the Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent” and references ”). The Issuer shall maintain a Paying Agent in any member state of the European Union that will not be obligated to withhold or deduct tax pursuant to the Paying Agent European Counsel Directive 2003/48/EC regarding the taxation of savings income (the “Savings Directive”), or any law implementing or complying with or introduced in order to conform to the Savings Directive. The Registrar shall include keep a register (the Principal Paying Agent“Note Register”) and an office or agency where notices or demands to or upon the Issuer in respect reflecting ownership of the Notes may outstanding from time to time and of their transfer and exchange. Upon demand by the Issuer, the Registrar shall (at the expense of the Issuer) send a copy of the register reflecting ownership of the Notes outstanding from time to time maintained by it to the Issuer. The registered Holder will be servedtreated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuer may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying AgentsAgent” includes any additional paying agents. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder; provided, that in no event may the Issuer appoint a Paying Agent in any member state of the European Union where the Paying Agent would be obliged to withhold or deduct tax in connection with any payment made by it in relation to the Notes unless the Paying Agent would be so obliged if it were located in all other member states. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Affiliates Subsidiaries may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05Transfer Agent or Registrar.

Appears in 1 contract

Samples: Indenture (IMS Health Holdings, Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency where Notes may be presented for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred presented for transfer or exchanged for exchange (the “Transfer Agent”), ) and an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent ”). The Registrar shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may be servedand of their transfer and exchange (the “Notes Register”). The Issuer may appoint one or more Transfer Agents, have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The Issuer or term “Paying Agent” includes any of its Affiliates may act as Transfer Agent, additional paying agent and the term “Registrar, ” includes any co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceledregistrar. The Issuer shall enter into an appropriate agency agreement with notify the Trustee in writing of the name and address of any Paying Agent, Transfer Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may appoint a suitably qualified act as Paying Agent, Registrar or Transfer Agent. The Issuer initially appoints The Depository Trust Company, its nominees and reputable party successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee as the Registrar, Transfer Agent and Paying Agent for the Notes and the Issuer may remove any Registrar, Transfer Agent or Paying Agent without prior notice to the Holders, but upon written notice to such Registrar, Transfer Agent or Paying Agent and to the Trustee; provided, however, that no such removal shall be entitled become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar, Transfer Agent or Paying Agent, as the case may be, and delivered to appropriate compensation therefor pursuant the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to Section 7.05the Trustee that the Trustee shall serve as Registrar, Transfer Agent or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar, Transfer Agent or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee.

Appears in 1 contract

Samples: Indenture (Hersha Hospitality Trust)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer shall maintain a Transfer Agent and Paying Agent in New York, New York. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided provided, that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight and Sections 4.06 4.09 and 4.094.11. The Issuer hereby appoints (i) the Trusteeoffice of Deutsche Bank Trust Company Americas in New York, New York located at its Corporate Trust Office (the “Principal address set forth in Section 13.02(a) as Paying Agent”) Agent in New York, New York and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.057.07.

Appears in 1 contract

Samples: Digicel Group LTD

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 4.09 and 4.094.11. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office Office, as principal paying agent (the “Principal Paying Agent”) and Transfer Agent and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointmentsappointment; provided that neither the Principal Paying Agent nor the Registrar shall be deemed an agent of the Issuer for service of legal process. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.057.06.

Appears in 1 contract

Samples: Indenture (Lindblad Expeditions Holdings, Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers shall maintain a Transfer Agent and Paying Agent in Atlanta, Georgia. The Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer Issuers or any of its Affiliates their Subsidiaries incorporated in the United States may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided provided, however, that neither the Issuer Issuers nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.098. The Issuer For the purposes of this Section 2.3, the Issuers hereby appoints (i) the Trusteeappoint U.S. Bank Trust Company, National Association, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the TrusteeXxx Xxxxxxxxx Xxxxxxx, located at its Corporate Trust OfficeXxxxx 000, Xxxxxxx, XX 00000-0000, as Registrar. Each hereby accepts such appointments. The Registrar and as Transfer Agent, Principal Agent and Paying Agent in New York, New York and Registrar agent for service of notices and any authenticating agent are collectively referred to demands in this Indenture as connection with the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursedNotes. Subject to any Applicable Laws applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, exchange and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of the Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.057.6.

Appears in 1 contract

Samples: Indenture (Sealed Air Corp/De)

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuers shall maintain a Transfer Agent and Paying Agent in New York, New York. The Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. An Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer Issuers nor any of its their Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight and Sections 4.06 4.09 and 4.094.11. The Issuer Issuers hereby appoints (i) appoint the Trusteeoffice of Wilmington Savings Fund Society, FSB in New York, New York located at its Corporate Trust Office (the “Principal address set forth in Section 13.02(a) as Paying Agent”) Agent in New York, New York and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.057.07.

Appears in 1 contract

Samples: Indenture (Difl Us Ii LLC)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain (i) an office or agency for the registration of where the Notes and of their transfer or exchange may be presented for registration (the “Registrar”), which shall be Wilmington Trust, National Association as of the date of this Indenture, (ii) an office or agency where Notes may be transferred presented for transfer or exchanged for exchange (the “Transfer Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture, and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to ”), which shall be Wilmington Trust, National Association as of the Paying Agent date of this Indenture. The Registrar shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may (“Note Register”) and of their transfer and exchange in accordance with the rules and procedures of DTC. The registered Holder of a Note will be servedtreated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Issuer may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying AgentsAgent” includes any additional paying agents. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee or an affiliate of the Trustee shall act as such. The Issuer or any of its Affiliates Subsidiaries may act as Transfer Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company, co-Registrarits nominees and successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as the Paying Agent, Paying Transfer Agent and agent Registrar for service the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange and the rules of notices such exchange so require, the Issuer will satisfy any requirement of such exchange as to paying agents, registrars and demands transfer agents and will comply with any notice requirements required under such exchange in connection with the Notes; provided that neither the Issuer nor any change of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trusteepaying agent, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agentsregistrar or transfer agent.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Emdeon Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain (i) an office or agency where Notes may be presented for the registration of the Notes and of their transfer or for exchange (the “Registrar”), (ii) an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent”). The Registrar and references to the Paying Transfer Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may be served(the “Note Register”) and of their transfer and exchange and will facilitate transfers of the Notes on behalf of the Issuer. The Issuer may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars additional paying agents and one or more transfer agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any additional transfer agent and the term “Paying AgentsAgent” includes any additional paying agent. For avoidance of doubt, there shall be only one Note Register. The Issuer or any of its Affiliates may initially appoints The Depository Trust Company (“DTC”) to act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection Depositary with respect to the Global Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trusteeinitially appoint Wilmington Trust, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust OfficeNational Association, as Registrar. Each hereby accepts such appointments, Transfer Agent and Paying Agent with respect to the Notes. The Transfer Agentrights, Principal Paying powers, duties, obligations and actions of each Agent and Registrar and any authenticating agent are collectively referred to in under this Indenture as the “Agents.” The rolesare several and not joint or joint and several, duties and functions of the Agents are of a mechanical nature and each Agent shall only be obliged to perform those acts and duties as specifically expressly set out in this Indenture and shall have no other actsimplied duties. The Issuer may change the Registrar, covenants, obligations Transfer Agent or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to Agent without prior receipt by it of those funds to be disbursed. Subject notice to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceledHolder. The Issuer shall enter into an appropriate agency agreement with notify the Trustee in writing of the name and address of any Registrar, Transfer Agent or Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to appoint or maintain a Registrar another entity as Registrar, Transfer Agent or Paying Agent, the Trustee may appoint a suitably qualified and reputable party shall, to the extent that it is capable, act as such. An Issuer or any of its Subsidiaries may act as Registrar, Transfer Agent or Paying Agent. If, and to the extent that, the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and shall be entitled to appropriate compensation therefor pursuant to Section 7.05transfer agents and will comply with any notice requirements required under such exchange in connection with any change of paying agent, registrar or transfer agent.

Appears in 1 contract

Samples: Indenture (Healthcare Royalty, Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), i) an office or agency where Notes may be transferred or exchanged presented for registration (the “Transfer AgentRegistrar”), which shall be Wilmington Trust, National Association as of the date of this Indenture, (ii) an office or agency where the Notes may be presented for transfer or for exchange (the “Transfer Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent” and references to ”), which shall be Wilmington Trust, National Association as of the Paying Agent date of this Indenture. The Registrar shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may (“Note Register”) and of their transfer and exchange. The registered Holder of a Note will be servedtreated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Issuer may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying AgentsAgent” includes any additional paying agents. The Issuer or may change any of its Affiliates may act as Transfer Paying Agent, Registrar, co-Registrar, Paying Transfer Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and or Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to without prior receipt by it of those funds to be disbursed. Subject notice to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceledHolder. The Issuer shall enter into an appropriate agency agreement with notify the Trustee in writing of the name and address of any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to appoint or maintain a Registrar another entity as Registrar, Transfer Agent or Paying Agent, the Trustee or an affiliate of the Trustee shall act as such. The Issuer or any of the Issuer’s Subsidiaries may appoint a suitably qualified act as Paying Agent, Transfer Agent or Registrar upon written notice to the Trustee. The Issuer initially appoints The Depository Trust Company, its nominees and reputable party successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes of a series are listed on an exchange and the rules of such exchange so require, the Issuer will satisfy any requirement of such exchange as to paying agents, registrars and shall be entitled to appropriate compensation therefor pursuant to Section 7.05transfer agents and will comply with any notice requirements required under such exchange in connection with any change of paying agent, registrar or transfer agent.

Appears in 1 contract

Samples: Indenture (Hilton Worldwide Holdings Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the "Registrar"), an office or agency where Notes may be transferred or exchanged (the "Transfer Agent"), an office or agency where the Notes may be presented for payment (the "Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent") and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Transfer Agent shall be appointed for record keeping purposes for so long as any Notes are represented by Global Notes held by the Common Depositary and all transfers of interests in the Notes, shall be effected through the book-entry systems of Euroclear and Clearstream. The Issuer shall maintain a Transfer Agent in the United States. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Parent Guarantor or any of its Affiliates Subsidiaries may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided provided, however, that neither the Issuer Parent Guarantor nor any of its Affiliates Subsidiaries shall act as Paying Agent for the purposes of Article Three and Three, Article Eight and Sections 4.06 4.11 and 4.094.15 of this Indenture. The Issuer hereby appoints (i) the Trusteeoffice of GLAS Americas LLC, located at its Corporate Trust Office (the “Principal Paying Agent”) address set forth in Section 14.02, as Registrar and Transfer Agent and (ii) the TrusteeGlobal Loan Agency Services Limited, located at its Corporate Trust Officethe address set forth in Section 14.02 as Paying Agent in London, as RegistrarUnited Kingdom. Each Global Loan Agency Services Limited hereby accepts such appointmentsappointment. The Transfer Paying Agent, Principal Paying Registrar and Transfer Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the "Agents.” ". Each such Agent hereby accepts such appointments. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s 's obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disburseddisbursed before the deadlines referred to in this Indenture or otherwise required by the Paying Agent. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the "Security Register") at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture, as necessary. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.057.06.

Appears in 1 contract

Samples: www.grupocodere.com

Registrar, Transfer Agent and Paying Agent. (a) The Issuer Company shall maintain an office or agency for in the registration Borough of Manhattan, City of New York, in the City of Buenos Aires, Argentina and, as long as the Notes and of their transfer or exchange are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, in Luxembourg (the “Registrar”), an which office or agency may be the Corporate Trust Office of the Trustee or an Affiliate of the Trustee), where Notes may be transferred presented or exchanged (the “Transfer Agent”), an office surrendered for registration of transfer or agency for exchange and where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be servedpayment. The Issuer may appoint one or more Transfer Agents, one or more coCo-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and Argentine Registrar will each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide their respective office for the registration of ownership, exchange, exchange and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record Register will include notations of the Note so replaced replaced, and the date of the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record Register will include notations of the Note so canceled cancelled and the date on which such Note was canceledcancelled. The Issuer Argentine Registrar shall enter into an appropriate agency agreement maintain a record of all registrations of ownership, exchange and transfer of Notes at its office in the City of Buenos Aires, Argentina. The Argentine Registrar shall give prompt notice to the Co-Registrar and the Co-Registrar shall likewise give prompt notice to the Argentine Registrar of any registration of ownership, exchange or transfer of Notes. The Register will show the amount of the Notes, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identification numbers (if relevant to a specific Holder) and addresses of the Holders of the Notes and any payment instructions with respect thereto (if different from a Holder’s registered address). The Co-Registrar and the Argentine Registrar shall at all reasonable times during office hours make the Register available to the Company or any Person authorized by the Company in writing for inspection and for the taking of copies thereof or extracts therefrom, and at the expense and written direction of the Company, the Co-Registrar and the Argentine Registrar shall deliver to such Persons all lists of Holders of Notes, their addresses and amounts of such holdings as the Company may request. The Company may appoint one or more co-registrars and one or more additional paying agents. The Company may change any Paying Agent or co- Registrar without notice to any Holder. The Company will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer Company fails to appoint or maintain a another entity as Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

Appears in 1 contract

Samples: Grupo Financiero Galicia Sa

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight and Sections 4.06 4.09 and 4.094.11. The Issuer hereby appoints (i) the TrusteeU.S. Bank National Association, located at its Corporate Trust Office 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as principal paying agent (the “Principal Paying Agent”) and ), (ii) the TrusteeU.S. Bank National Association, located at its Corporate Trust Office00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as Registrar, and (iii) U.S. Bank National Association, located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as Transfer Agent. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Carnival PLC)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), i) an office or agency where Notes may be transferred or exchanged presented for registration (the “Transfer AgentRegistrar”), which shall be Wilmington Trust, National Association as of the date of this Indenture, (ii) an office or agency where the Notes may be presented for transfer or for exchange (the “Transfer Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent” and references to ”), which shall be Wilmington Trust, National Association as of the Paying Agent date of this Indenture. The Registrar shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may (“Note Register”) and of their transfer and exchange. The registered Holder of a Note will be servedtreated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Issuer may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying AgentsAgent” includes any additional paying agents. The Issuer or may change any of its Affiliates may act as Transfer Paying Agent, Registrar, co-Registrar, Paying Transfer Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and or Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to without prior receipt by it of those funds to be disbursed. Subject notice to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceledHolder. The Issuer shall enter into an appropriate agency agreement with notify the Trustee in writing of the name and address of any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to appoint or maintain a Registrar another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. Parent, the Issuer or any of Parent’s Subsidiaries may appoint a suitably qualified act as Paying Agent, Transfer Agent or Registrar upon written notice to the Trustee. The Issuer initially appoints The Depository Trust Company, its nominees and reputable party successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange and the rules of such exchange so require, the Issuer will satisfy any requirement of such exchange as to paying agents, registrars and shall be entitled to appropriate compensation therefor pursuant to Section 7.05transfer agents and will comply with any notice requirements required under such exchange in connection with any change of paying agent, registrar or transfer agent.

Appears in 1 contract

Samples: Indenture (Hilton Worldwide Holdings Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), i) an office or agency where Notes may be transferred presented for registration (the “Registrar”), (ii) an office or exchanged agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”), an ) and (iii) a principal office or agency where the Notes may be presented for payment (the “Paying Agent” and references to ”). The Registrar shall keep a register (the Paying Agent shall include the Principal Paying Agent“Note Register”) and an office or agency where notices or demands to or upon the Issuer in respect reflecting ownership of the Notes may outstanding from time to time and of their transfer and exchange. Upon demand by the Issuer, the Registrar shall (at the expense of the Issuer) send a copy of the Note Register to the Issuer. The registered Holder will be servedtreated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuer may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying AgentsAgent” includes any additional paying agents; provided that the Issuer shall maintain a single principal Paying Agent for the Notes. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Affiliates Subsidiaries may act as Transfer Paying Agent, Transfer Agent or Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby initially appoints (i) Elavon Financial Services DAC, UK Branch to act as the Trustee, located at its Corporate Trust Office (the “Principal principal Paying Agent”) Agent and (ii) Elavon Financial Services DAC to act as the Trustee, located at its Corporate Trust Office, as Transfer Agent and Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture For so long as the “Agents.” The roles, duties Notes are listed on the Official List of TISE and functions the rules of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulationsTISE so require, the Issuer shall cause the Registrar will post a notice of any change of paying agent, registrar or transfer agent with respect to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as on the official website of TISE to whether the extent required and in a manner permitted by such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05rules.

Appears in 1 contract

Samples: Indenture (Iqvia Holdings Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), i) an office or agency where Notes may be transferred or exchanged presented for registration (the “Transfer AgentRegistrar”), which shall be Wilmington Trust, National Association as of the date of this Indenture, (ii) an office or agency where the Notes may be presented for transfer or for exchange (the “Transfer Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent” and references to ”), which shall be Wilmington Trust, National Association as of the Paying Agent date of this Indenture. The Registrar shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may (“Note Register”) and of their transfer and exchange. The registered Holder of a Note will be servedtreated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Issuer may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying AgentsAgent” includes any additional paying agents. The Issuer or may change any of its Affiliates may act as Transfer Paying Agent, Registrar, co-Registrar, Paying Transfer Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and or Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to without prior receipt by it of those funds to be disbursed. Subject notice to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceledHolder. The Issuer shall enter into an appropriate agency agreement with notify the Trustee in writing of the name and address of any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to appoint or maintain a Registrar another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of the Issuer’s Subsidiaries may appoint a suitably qualified act as Paying Agent, Transfer Agent or Registrar upon written notice to the Trustee. The Issuer initially appoints The Depository Trust Company, its nominees and reputable party successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange and the rules of such exchange so require, the Issuer will satisfy any requirement of such exchange as to paying agents, registrars and shall be entitled to appropriate compensation therefor pursuant to Section 7.05transfer agents and will comply with any notice requirements required under such exchange in connection with any change of paying agent, registrar or transfer agent.

Appears in 1 contract

Samples: Indenture (Hilton Worldwide Holdings Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer shall maintain a Transfer Agent and Principal Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight and Sections 4.06 4.09 and 4.094.11. The Issuer hereby appoints (i) the TrusteeCitibank, N.A., London Branch located at its Corporate Trust Office (the “Citigroup Centre, 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxxx as Transfer Agent, as Principal Paying Agent”) Agent in London, England, and as agent for service of notices and demands in connection with the Notes and (iiiii) the TrusteeCitigroup Global Markets Europe AG, located at its Corporate Trust Office0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, as Registrar. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer accepts any copy of the Security Register held by the Registrar as correspondence and document recording the transfer of Notes for the purpose of article 40 of the Luxembourg law on commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Appears in 1 contract

Samples: Ardagh Group S.A.

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuers shall maintain a Principal Paying Agent in London. Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its their respective Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight and Sections 4.06 4.09 and 4.094.11. The Issuer Issuers hereby appoints (i) the Trusteeappoint Citibank, N.A., London Branch located at its Corporate Trust Office 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, United Kingdom, and (ii) as agent for service of notices and demands in connection with the TrusteeNotes and Citigroup Global Markets Europe AG, located at its Corporate Trust Office0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, as Registrar. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” ”. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Ardagh Group S.A.)

Registrar, Transfer Agent and Paying Agent. The Parent Issuer shall maintain an office or agency where Notes may be presented for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred presented for transfer or exchanged for exchange (the “Transfer Agent”), ) and an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent ”). The Registrar shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may be served(including the principal amount thereof and stated interest payable thereon) and of their transfer and exchange (the “Notes Register”). The registered Holder will be treated as the owner of the Notes for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Parent Issuer may appoint have one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional Paying Agentspaying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Parent Issuer or shall notify the Trustee in writing of the name and address of any of its Affiliates may act as Transfer Paying Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Parent Issuer fails to maintain a Registrar Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Parent Issuer or any of its Subsidiaries may appoint a suitably qualified act as Paying Agent, Registrar or Transfer Agent. The Parent Issuer initially appoints The Depository Trust Company, its nominees and reputable party successors (“DTC”) to act as Depositary with respect to the Global Notes. The Parent Issuer initially appoints the Trustee as the Registrar, Transfer Agent and Paying Agent for the Notes and the Parent Issuer may remove any Registrar, Transfer Agent or Paying Agent without prior notice to the Holders, but upon written notice to such Registrar, Transfer Agent or Paying Agent and to the Trustee; provided, however, that no such removal shall be entitled become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Parent Issuer and such successor Registrar, Transfer Agent or Paying Agent, as the case may be, and delivered to appropriate compensation therefor pursuant the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to Section 7.05the Trustee that the Trustee shall serve as Registrar, Transfer Agent or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar, Transfer Agent or Paying Agent may resign at any time upon written notice to the Parent Issuer and the Trustee.

Appears in 1 contract

Samples: Intercreditor Agreement (Option Care Health, Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight and Sections 4.06 and 4.09Section 4.08. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Royal Caribbean Cruises LTD)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 4.09 and 4.094.11. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office Office, as principal paying agent (the “Principal Paying Agent”) and Transfer Agent and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointmentsappointment; provided that neither the Principal Paying Agent nor the Registrar shall be deemed an agent of the Issuer for service of legal process. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” ”. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.057.06.

Appears in 1 contract

Samples: Indenture (Lindblad Expeditions Holdings, Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuers shall maintain a Principal Paying Agent in London, United Kingdom. Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its their respective Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight and Sections 4.06 4.09 and 4.094.11. The Issuer Issuers hereby appoints (i) the Trusteeappoint Citibank, N.A., London Branch located at its Corporate Trust Office 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, United Kingdom, and (ii) as agent for service of notices and demands in connection with the TrusteeNotes and Citigroup Global Markets Europe AG, located at its Corporate Trust Office0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, as Registrar. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” ”. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers ​ fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Ardagh Group S.A.)

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer Transfer Agent shall be appointed for record keeping purposes for so long as any Notes are represented by Global Notes held by the Common Depositary and all transfers of interests in the Notes, shall be effected through the book-entry systems of Euroclear and Clearstream.‌ The Issuers shall maintain a Transfer Agent in New York City. The Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Parent Guarantor or any of its Affiliates Subsidiaries may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided provided, however, that neither the Issuer Parent Guarantor nor any of its Affiliates Subsidiaries shall act as Paying Agent for the purposes of Article Three and Three, Article Eight and Sections 4.06 4.11 and 4.094.15 of this Indenture. The Issuer Issuers hereby appoints appoint (i) the Trusteeoffice of Glas Americas LLC, located at its Corporate Trust Office (the “Principal Paying Agent”) address set forth in Section 14.02, as Registrar and Transfer Agent and (ii) the TrusteeGlobal Loan Agency Services Limited, located at its Corporate Trust Officethe address set forth in Section 14.02 as Paying Agent in London, as RegistrarUnited Kingdom. Each Global Loan Agency Services Limited hereby accepts such appointmentsappointment. The Transfer Paying Agent, Principal Paying Registrar and Transfer Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” ”. Each such Agent hereby accepts such appointments. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disburseddisbursed before the deadlines referred to in this Indenture or otherwise required by the Paying Agent. Subject to any Applicable Laws applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture, as necessary. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying AgentRegistrar, the Trustee may appoint a suitably qualified and reputable party to shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.057.06.

Appears in 1 contract

Samples: www.grupocodere.com

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), i) an office or agency where Notes may be transferred presented for registration (the “Registrar”), (ii) an office or exchanged agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”), an ) and (iii) a principal office or agency where the Notes may be presented for payment (the “Paying Agent” and references to ”). The Registrar shall keep a register (the Paying Agent shall include the Principal Paying Agent“Note Register”) and an office or agency where notices or demands to or upon the Issuer in respect reflecting ownership of the Notes may outstanding from time to time and of their transfer and exchange. Upon demand by the Issuer, the Registrar shall (at the expense of the Issuer) send a copy of the Note Register to the Issuer. The registered Holder will be servedtreated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuer may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying AgentsAgent” includes any additional paying agents; provided that the Issuer shall maintain a single principal Paying Agent for the Notes. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Affiliates Subsidiaries may act as Transfer Paying Agent, Transfer Agent or Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby initially appoints (i) Elavon Financial Services DAC, UK Branch to act as the Trustee, located at its Corporate Trust Office (the “Principal principal Paying Agent”) Agent and (ii) Elavon Financial Services DAC to act as the Trustee, located at its Corporate Trust Office, as Transfer Agent and Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture For so long as the “Agents.” The roles, duties applicable series of Notes is listed on the Official List of TISE and functions the rules of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulationsTISE so require, the Issuer shall cause the Registrar to keep will post a register (the “Security Register”) at its Corporate Trust Office in whichnotice of any change of paying agent, subject registrar or transfer agent with respect to such reasonable regulations as it may prescribe, series of Notes on the Issuer shall provide for official website of TISE to the registration of ownership, exchange, extent required and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether a manner permitted by such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05rules.

Appears in 1 contract

Samples: Indenture (Iqvia Holdings Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain (i) an office or agency where Notes may be presented for the registration of the Notes and of their transfer or for exchange (the “Registrar”), (ii) an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent”). The Registrar and references to the Paying Transfer Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may be served(the “Note Register”) and of their transfer and exchange and will facilitate transfers of the Notes on behalf of the Issuer. The Issuer may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars additional paying agents and one or more transfer agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any additional transfer agent and the term “Paying AgentsAgent” includes any additional paying agent. For avoidance of doubt, there shall be only one Note Register. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoint U.S. Bank National Association, as Registrar, Transfer Agent and Paying Agent with respect to the Notes. The rights, powers, duties, obligations and actions of each Agent under this Indenture are several and not joint or joint and several, and the Agents shall only be obliged to perform those duties expressly set out in this Indenture and shall have no implied duties. The Issuer may change the Registrar, Transfer Agent or Paying Agent without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Registrar, Transfer Agent or Paying Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall, to the extent that it is capable, act as such. The Issuer or any of its Affiliates Subsidiaries may act as Transfer Agent, Registrar, co-Registrar, Paying Transfer Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal or Paying Agent”) . If, and (ii) to the Trusteeextent that, located at its Corporate Trust Office, as Registrar. Each hereby accepts the Notes are listed on an exchange and the rules of such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulationsexchange so require, the Issuer shall cause the Registrar satisfy any requirement of such exchange as to keep a register (the “Security Register”) at its Corporate Trust Office in whichpaying agents, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, registrars and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books agents and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement will comply with any Paying Agent notice requirements required under such exchange in connection with any change of paying agent, registrar or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such transfer agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Cano Health, Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain (i) an office or agency for the registration of where the Notes and of their transfer or exchange may be presented for registration (the “Registrar”), which shall be Xxxxx Fargo Bank, National Association as of the date of this Indenture, (ii) an office or agency where Notes may be transferred presented for transfer or exchanged for exchange (the “Transfer Agent”), which shall be Xxxxx Fargo Bank, National Association as of the date of this Indenture, and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to ”), which shall be Xxxxx Fargo Bank, National Association as of the Paying Agent date of this Indenture. The Registrar shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may (“Note Register”) and of their transfer and exchange in accordance with the rules and procedures of DTC. The registered Holder of a Note will be servedtreated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Issuer may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying AgentsAgent” includes any additional paying agents. The Issuer or may change any of its Affiliates may act as Transfer Paying Agent, Registrar, co-Registrar, Paying Transfer Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and or Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to without prior receipt by it of those funds to be disbursed. Subject notice to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceledHolder. The Issuer shall enter into an appropriate agency agreement with notify the Trustee in writing of the name and address of any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to appoint or maintain a Registrar another entity as Registrar, Transfer Agent or Paying Agent, the Trustee or an affiliate of the Trustee shall act as such. Holdings or any of its U.S. Wholly Owned Subsidiaries may appoint a suitably qualified act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company, its nominees and reputable party successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange and the rules of such exchange so require, the Issuer will satisfy any requirement of such exchange as to paying agents, registrars and shall be entitled to appropriate compensation therefor pursuant to Section 7.05transfer agents and will comply with any notice requirements required under such exchange in connection with any change of paying agent, registrar or transfer agent.

Appears in 1 contract

Samples: Indenture (Team Health Holdings Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain (i) an office or agency for the registration of where the Notes and of their transfer or exchange may be presented for registration (the “Registrar”), which shall be Wilmington Trust, National Association as of the date of this Indenture, (ii) an office or agency where Notes may be transferred presented for transfer or exchanged for exchange (the “Transfer Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture, and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to ”), which shall be Wilmington Trust, National Association as of the Paying Agent date of this Indenture. The Registrar shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may be served(“Note Register”) and of their transfer and exchange in accordance with the rules and procedures of DTC. The Issuer registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Issuers may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying AgentsAgent” includes any additional paying agents. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee or an affiliate of the Trustee shall act as such. The Issuer or any of its Affiliates Subsidiaries may act as Transfer Paying Agent, Transfer Agent or Registrar. The Issuers initially appoint The Depository Trust Company, co-Registrarits nominees and successors (“DTC’’) to act as Depositary with respect to the Global Notes. The Issuers initially appoint the Trustee to act as the Paying Agent, Paying Transfer Agent and agent Registrar for service the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange and the rules of notices such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and demands transfer agents and will comply with any notice requirements required under such exchange in connection with the Notes; provided that neither the Issuer nor any change of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trusteepaying agent, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agentsregistrar or transfer agent.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Alight Group, Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight and Sections 4.06 4.09 and 4.094.11. The Issuer hereby appoints (i) the TrusteeU.S. Bank National Association, located at its Corporate Trust Office 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107 (the “Principal Paying Agent”) and (ii) the TrusteeU.S. Bank National Association, located at its Corporate Trust Office00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” ”. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Carnival PLC)

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its their respective Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight and Sections 4.06 4.09 and 4.094.11. The Issuer Issuers hereby appoints appoint (i) the TrusteeCitibank, N.A., London Branch located at its Corporate Trust Office 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, United Kingdom, and as agent for service of notices and demands in connection with the Notes and (ii) the TrusteeCitigroup Global Markets Deutschland AG, located at its Corporate Trust Office0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” ”. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuers shall maintain a Paying Agent in the United Kingdom or an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, any such Directive. Subject to any Applicable Laws applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Ardagh Group S.A.)

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Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.094.08. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Royal Caribbean Cruises LTD)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight and Sections 4.06 4.09 and 4.094.11. The Issuer hereby appoints (i) the TrusteeU.S. Bank Trust Company, National Association, located at its Corporate Trust Office 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as Principal Paying Agent (the “Principal Paying Agent”) and ), (ii) the TrusteeU.S. Bank Trust Company, National Association, located at its Corporate Trust Office00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as Registrar, and (iii) U.S. Bank Trust Company, National Association, located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as Transfer Agent. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Carnival PLC)

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The With respect to the Dollar Notes, the Issuers shall maintain a Principal Paying Agent in London. With respect to the Euro Notes, the Issuers shall maintain a Transfer Agent and Principal Paying Agent in London, United Kingdom. Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its their respective Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight and Sections 4.06 4.09 and 4.094.11. The Issuer Issuers hereby appoints (i) the Trusteeappoint Citibank, N.A., London Branch located at its Corporate Trust Office 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, United Kingdom, and (ii) as agent for service of notices and demands in connection with the TrusteeNotes and Citigroup Global Markets Europe AG, located at its Corporate Trust Office0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, as Registrar. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” ”. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Ardagh Group S.A.)

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers shall maintain a Transfer Agent and Paying Agent in the United States. The Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer Issuers or any of its Affiliates their Subsidiaries incorporated in the United States may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided provided, however, that neither the Issuer Issuers nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.098. The Issuer For the purposes of this Section 2.3, the Issuers hereby appoints (i) appoint the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee0000 Xxxxxx Xxxxx Xxxx, located at its Corporate Trust OfficeXxxxxxxx #0, 0xx Xxxxx, Xxxxxx, Xxxxx Xxxxxxxx 00000, as Registrar. Each hereby accepts such appointments. The Registrar and as Transfer Agent, Principal Agent and Paying Agent in New York, New York and Registrar agent for service of notices and any authenticating demands in connection with the Notes; provided nothing herein shall constitute the Trustee as an agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions for service of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursedprocess. Subject to any Applicable Laws applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, exchange and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of the Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.057.6.

Appears in 1 contract

Samples: Sealed Air Corp/De

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying AgentsAgents or approve a change in the office through which any of them acts. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of its their Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided provided, however, that neither the Issuer Issuers nor any of its their Affiliates shall act as Paying Agent for the purposes of Article Three Articles 3 and Eight 8 and Sections 4.06 4.09 and 4.094.11. The Issuer Issuers hereby appoints (i) initially appoint the Trustee, located at its Corporate Trust Office (the “Principal address set forth in Section 12.02(a), as Registrar and as Transfer Agent and Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Foresight Energy LP)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the "Registrar"), an office or agency where Notes may be transferred or exchanged (the "Transfer Agent"), an office or agency where the Notes may be presented for payment (the "Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent") and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer shall maintain a Transfer Agent and Paying Agent in New York, New York. The Issuer any or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided provided, however, that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight and Sections 4.06 4.09 and 4.094.11. The Issuer hereby appoints (i) the Trustee, office of The Bank of New York in the Borough of Manhattan located at its Corporate Trust Office (the “Principal address set forth in Section 13.02(a) as Registrar and as Transfer Agent and Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the "Security Register") at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture, which, following the effectiveness of a Registration Statement pursuant to the Registration Rights Agreement, shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.057.07 of this Indenture.

Appears in 1 contract

Samples: Arch of Wyoming LLC

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuers shall maintain a Principal Paying Agent in London, United Kingdom. Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its their respective Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight and Sections 4.06 4.09 and 4.094.11. The Issuer Issuers hereby appoints (i) the Trusteeappoint Citibank, N.A., London Branch located at its Corporate Trust Office 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, United Kingdom, and (ii) as agent for service of notices and demands in connection with the TrusteeNotes and Citigroup Global Markets Europe AG, located at its Corporate Trust Office0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, as Registrar. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” ”. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Ardagh Group S.A.)

Registrar, Transfer Agent and Paying Agent. The Issuer Company shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), i) an office or agency where Notes may be transferred or exchanged presented for registration (the Transfer AgentRegistrar”), (ii) an office or agency where the Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent ”). The Registrar shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may be served(“Note Register”) and of their transfer and exchange. The Issuer registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Company may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional Paying Agentspaying agents. The Issuer or term “Registrar” includes any of its Affiliates may act as co-registrar, the term “Transfer Agent, Registrar, ” includes any co-Registrar, transfer agent and the term “Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor Agent” includes any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09additional paying agents. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Company may change any Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointmentsTransfer Agent or Registrar without prior notice to any Holder. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to Company shall notify the Trustee in this Indenture as the “Agents.” The roles, duties and functions writing of the Agents are of a mechanical nature name and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement address of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer Company fails to appoint or maintain a Registrar another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may appoint act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a suitably qualified and reputable party Note will be treated as the owner of such Note for all purposes. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Company initially appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed and the rules of such exchange so require, the Company will satisfy any requirement of such exchange as to paying agents, registrars and shall be entitled to appropriate compensation therefor pursuant to Section 7.05transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Appears in 1 contract

Samples: Indenture (Vine Energy Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer Company shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), i) an office or agency where Notes may be transferred or exchanged presented for registration (the Transfer AgentRegistrar”), (ii) an office or agency where the Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent ”). The Registrar shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may be served(“Note Register”) and of their transfer and exchange. The Issuer registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Company may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional Paying Agentspaying agents. The Issuer or term “Registrar” includes any of its Affiliates may act as co-registrar, the term “Transfer Agent, Registrar, ” includes any co-Registrar, transfer agent and the term “Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor Agent” includes any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09additional paying agents. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Company may change any Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointmentsTransfer Agent or Registrar without prior notice to any Holder. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to Company shall notify the Trustee in this Indenture as the “Agents.” The roles, duties and functions writing of the Agents are of a mechanical nature name and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement address of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer Company fails to appoint or maintain a Registrar another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may appoint a suitably qualified act as Paying Agent, Transfer Agent or Registrar. The Company initially appoints The Depository Trust Company, its nominees and reputable party successors (“DTC”) to act as Depositary with respect to the Global Notes. The Company has entered into a letter of representations with DTC in the form provided by DTC and the Trustee and each Agent are hereby authorized to act in accordance with such letter and Applicable Procedures. The Company initially appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. The Company shall be entitled responsible for making calculations called for under the Notes and this Indenture, including but not limited to appropriate compensation therefor pursuant to Section 7.05determination of interest, redemption price, Applicable Premium, premium, if any, and any additional amounts or other amounts payable on the Notes. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders.

Appears in 1 contract

Samples: Indenture (LSC Communications, Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain (i) an office or agency where Dollar Notes may be presented for registration (the “Dollar Registrar”), (ii) an office or agency where Euro Notes may be presented for registration of (the “Euro Registrar” and, together with the Dollar Registrar, the “Registrars”), (iii) an office or agency where Dollar Notes and of their may be presented for transfer or for exchange (the “Dollar Transfer Agent”), (iv) an office or agency where Euro Notes may be presented for transfer or exchange (the “RegistrarEuro Transfer Agent” and, together with the Dollar Transfer Agent, the “Transfer Agents”), (v) an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Dollar Notes may be presented for payment (the “Dollar Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and (vi) an office or agency where notices or demands to or upon the Issuer in respect of the Euro Notes may be servedpresented for payment (the “Euro Paying Agent” and, together with the Dollar Paying Agent, the “Paying Agents”). Each Registrar shall keep a register (the “Note Register”) reflecting ownership of each series of Notes for which it is the Registrar outstanding from time to time and of their transfer and exchange. Upon demand by the Issuer, the Registrars shall (at the expense of the Issuer) send a copy of the Note Register maintained by it to the Issuer. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuer may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Dollar Registrar” includes any co-registrar with respect to the Dollar Notes and the term “Euro Registrar” includes any co-registrar with respect to the Euro Notes. The term “Transfer Agent” includes any co-transfer agent, the term “Dollar Transfer Agent” includes any co-transfer agent with respect to the Dollar Notes and the term “Euro Transfer Agent” includes any co-transfer agent with respect to the Euro Notes. The term “Paying AgentsAgent” includes any additional paying agent, the term “Dollar Paying Agent” includes any additional paying agent with respect to the Dollar Notes and the term “Euro Paying Agent” includes any additional paying agent with respect to the Euro Notes. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Affiliates Subsidiaries may act as Transfer Paying Agent, Transfer Agent or Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby initially appoints (i) the TrusteeTrustee to act as the Dollar Registrar, located at its Corporate Trust Office (the “Principal Dollar Transfer Agent and Dollar Paying Agent”) and , (ii) Elavon Financial Services DAC, UK Branch to act as the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Euro Paying Agent and Registrar and any authenticating agent are collectively referred (iii) Elavon Financial Services DAC to in this Indenture act as the “Agents.” The roles, duties Euro Transfer Agent and functions Euro Registrar. For so long as the Euro Notes are listed on the Official List of the Agents are of a mechanical nature Irish Stock Exchange and each Agent shall only perform those acts admitted for trading on the Global Exchange Market thereof and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any the rules of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulationsIrish Stock Exchange so require, the Issuer shall cause will post a notice of any change of paying agent, registrar or transfer agent with respect to the Registrar to keep a register (Euro Notes on the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer official website of the Notes. Such registration Irish Stock Exchange to the extent required and in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether a manner permitted by such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05rules.

Appears in 1 contract

Samples: Indenture (Quintiles IMS Holdings, Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), i) an office or agency where Notes may be transferred or exchanged presented for registration (the “Transfer AgentRegistrar”), which shall be Wilmington Trust, National Association as of the date of this Indenture, (ii) an office or agency where the Notes may be presented for transfer or for exchange (the “Transfer Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent” and references to ”), which shall be Wilmington Trust, National Association as of the Paying Agent date of this Indenture. The Registrar shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may be served(“Note Register”) and of their transfer and exchange. The Issuer registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Issuers may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional Paying Agentspaying agents. The Issuer or term “Registrar” includes any of its Affiliates may act as co-registrar, the term “Transfer Agent, Registrar, ” includes any co-Registrar, transfer agent and the term “Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor Agent” includes any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09additional paying agents. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Issuers may change any Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointmentsTransfer Agent or Registrar without prior notice to any Holder. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to Issuers shall notify the Trustee in this Indenture as the “Agents.” The roles, duties and functions writing of the Agents are of a mechanical nature name and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement address of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to appoint or maintain a Registrar another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer, the Co-Issuer or any of the Issuer’s Subsidiaries may act as Paying Agent, Transfer Agent or Registrar upon written notice to the Trustee. The Issuers initially appoint a suitably qualified The Depository Trust Company, its nominees and reputable party successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers initially appoint the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes of a series are listed on an exchange and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and shall be entitled to appropriate compensation therefor pursuant to Section 7.05transfer agents and will comply with any notice requirements required under such exchange in connection with any change of paying agent, registrar or transfer agent.

Appears in 1 contract

Samples: Indenture (Hilton Worldwide Holdings Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain (i) an office or agency where Notes may be presented for the registration of the Notes and of their transfer or for exchange (the “Registrar”), (ii) an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) ). The Registrar and an office or agency where notices or demands to or upon the Issuer in respect Transfer Agent shall keep a register of the Notes may be served(the “Note Register”) and of their transfer and exchange and will facilitate transfers of the Notes on behalf of the Issuer. The Issuer Issuers may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars additional paying agents and one or more additional Paying Agentstransfer agents. The Issuer or term “Registrar” includes any of its Affiliates may act as co-registrar, the term “Transfer Agent” includes any additional transfer agent and the term “Paying Agent” includes any additional paying agent. For avoidance of doubt, there shall be only one Note Register. The Issuers initially appoint Elavon Financial Services DAC, UK Branch as Registrar, co-Registrar, Paying Transfer Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent with respect to the Notes. The rights, powers, duties, obligations and Registrar and any authenticating agent are collectively referred to in actions of each Agent under this Indenture as the “Agents.” The rolesare several and not joint or joint and several, duties and functions of the Agents are of a mechanical nature and each Agent shall only be obliged to perform those acts and duties as specifically expressly set out in this Indenture and shall have no other actsimplied duties. The Issuers may change the Registrar, covenants, obligations Transfer Agent or duties Paying Agent without prior notice to any Holder. The Issuers shall be implied or read into this Indenture against any notify the Trustee in writing of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws name and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement address of any of the NotesRegistrar, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Transfer Agent or Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to appoint or maintain a Registrar another entity as Registrar, Transfer Agent or Paying Agent, the Trustee may appoint a suitably qualified and reputable party Principal Paying Agent shall, to the extent that it is capable, act as such. An Issuer or any of its Subsidiaries may act as Registrar, Transfer Agent or Paying Agent. If, and to the extent that, the Notes are listed on an exchange and the rules of such exchange so require, the Issuers shall satisfy any requirement of such exchange as to paying agents, registrars and shall be entitled to appropriate compensation therefor pursuant to Section 7.05transfer agents and will comply with any notice requirements required under such exchange in connection with any change of paying agent, registrar or transfer agent.

Appears in 1 contract

Samples: Indenture (Organon & Co.)

Registrar, Transfer Agent and Paying Agent. The Issuer Company shall maintain an office or agency where Notes may be presented for the registration of the Notes and of their transfer or for exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), ) and an office or agency where the Notes may be presented for payment (the “Paying Agent”). The Registrar and references the Transfer Agent will maintain a register reflecting ownership of definitive registered Notes outstanding from time to the Paying Agent shall include the Principal Paying Agent) time and an office or agency where notices or demands to or upon the Issuer in respect will make payments on and facilitate transfers of definitive registered Notes on behalf of the Notes may be servedCompany. The Issuer Company may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional Paying Agentspaying agents. The Issuer or term “Registrar” includes any of its Affiliates may act as co-registrar, the term “Transfer Agent, Registrar, co-Registrar, ” includes any additional transfer agent and the term “Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor Agent” includes any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09additional paying agent. The Issuer hereby appoints (i) Company may change the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar or the Transfer Agent without prior notice to any Holder. The Company shall keep a record notify the Trustee in writing of the Note so replaced name and the Note issued in replacement thereof. In the case of the cancellation address of any of the Notes, the Registrar shall keep Agent not a record of the Note so canceled and the date on which such Note was canceledparty to this Indenture. The Issuer Company shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agentAgent. If the Issuer Company fails to appoint or maintain a another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Restricted Subsidiaries may appoint a suitably qualified act as Paying Agent, Registrar or Transfer Agent. The Company initially appoints DTC, its nominees and reputable party successors to act as Depositary with respect to any Global Notes. The Company initially appoints the Trustee as Paying Agent, Registrar and Transfer Agent for the Notes and as agent for services of notices and demands in connection with the Notes and each hereby accepts such and appointment; provided, however, that the Trustee shall not be entitled to appropriate compensation therefor pursuant to Section 7.05deemed an agent of the Company for service of legal process;.

Appears in 1 contract

Samples: Indenture (Viavi Solutions Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer Company shall maintain an office or agency where Securities may be presented or surrendered for the registration of the Notes and of their transfer or for exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”"REGISTRAR"), an office or agency where the Notes Securities may be transferred or exchanged (the "TRANSFER AGENT"), an office or agency where Securities may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent"PAYING AGENT") and an office or agency where notices or demands to or upon the Issuer Company in respect of the Notes Securities may be served. The Issuer Company may appoint one or more Transfer Agents, have one or more co-Registrars Registrars, one or more Transfer Agents and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal term "Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and " includes any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a additional Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer Company shall cause the Registrar to keep a register (the “Security Register”"SECURITY REGISTER") at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of ownership, exchange, and transfer of the NotesSecurities. Such registration in the Security Register shall be conclusive evidence of the ownership of NotesSecurities. Included in the books and records for the Notes Securities shall be notations as to whether such Notes Securities have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes Securities have been replaced. In the case of the replacement of any of the NotesSecurities, the Registrar shall keep a record of the Note Security so replaced and the Note Security issued in replacement thereof. In the case of the cancellation of any of the NotesSecurities, the Registrar shall keep a record of the Note Security so canceled and the date on which such Note Security was canceled. The Issuer Company shall enter into an appropriate written agency agreement with any Paying Agent or co- Registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The Each such agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Issuer Company shall notify give prompt written notice to the Trustee of the name and address of any such agentAgent and any change in the address of such Agent. The Company may change an Agent without prior notice to the Holders. In the event that there is a change in the address of an Agent or if the Company changes an Agent, the Company shall promptly notify the Holders in writing. If the Issuer Company fails to maintain a Registrar Registrar, Transfer Agent or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to shall act as such such. The Company initially appoints the Trustee as Registrar, Transfer Agent and shall be entitled to appropriate compensation therefor pursuant to Section 7.05Paying Agent in connection with the Securities.

Appears in 1 contract

Samples: Indenture (BMCA Quakertown Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the "Registrar"), an office or agency where Notes may be transferred or exchanged (the "Transfer Agent"), an office or agency where the Notes may be presented for payment (the "Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent") and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer Transfer Agent shall be appointed for record keeping purposes for so long as any Notes are represented by Global Notes held by the Common Depositary and all transfers of interests in the Notes, shall be effected through the book-entry systems of Euroclear and Clearstream. The Issuers shall maintain a Transfer Agent in the United States. The Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Parent Guarantor or any of its Affiliates Subsidiaries may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided provided, however, that neither the Issuer Parent Guarantor nor any of its Affiliates Subsidiaries shall act as Paying Agent for the purposes of Article Three and Three, Article Eight and Sections 4.06 4.11 and 4.094.15 of this Indenture. The Issuer Issuers hereby appoints appoint (i) the Trusteeoffice of GLAS Americas LLC, located at its Corporate Trust Office (the “Principal Paying Agent”) address set forth in Section 15.02, as Registrar and Transfer Agent and (ii) the TrusteeGlobal Loan Agency Services Limited, located at its Corporate Trust Officethe address set forth in Section 15.02 as Paying Agent in London, as RegistrarUnited Kingdom. Each Global Loan Agency Services Limited hereby accepts such appointmentsappointment. The Transfer Paying Agent, Principal Paying Registrar and Transfer Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the "Agents.” ". Each such Agent hereby accepts such appointments. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s 's obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disburseddisbursed before the deadlines referred to in this Indenture or otherwise required by the Paying Agent. Subject to any Applicable Laws applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the "Security Register") at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture, as necessary. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.057.06.

Appears in 1 contract

Samples: Indenture

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), i) an office or agency where Notes may be transferred or exchanged presented for registration (the “Transfer AgentRegistrar”), which shall be Wilmington Trust, National Association as of the date of this Indenture (ii) an office or agency where the Notes may be presented for transfer or for exchange (the “Transfer Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent” and references to ”), which shall be Wilmington Trust, National Association as of the Paying Agent date of this Indenture. The Registrar shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may (“Note Register”) and of their transfer and exchange. The registered Holder of a Note will be servedtreated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Issuer may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying AgentsAgent” includes any additional paying agents. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Affiliates Subsidiaries may act as Transfer Paying Agent, RegistrarTransfer Agent or Registrar upon written notice to the Trustee. The Issuer initially appoints The Depository Trust Company, co-Registrarits nominees and successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as the Paying Agent, Paying Transfer Agent and agent Registrar for service the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange and the rules of notices such exchange so require, the Issuer will satisfy any requirement of such exchange as to paying agents, registrars and demands transfer agents and will comply with any notice requirements required under such exchange in connection with the Notes; provided that neither the Issuer nor any change of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trusteepaying agent, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agentsregistrar or transfer agent.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Hilton Worldwide Holdings Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight and Sections 4.06 4.09 and 4.094.11. The Issuer hereby appoints (i) the TrusteeU.S. Bank National Association, located at its Corporate Trust Office 60 Xxxxxxxxxx Xxxxxx, St. Pxxx, Minnesota 55107 (the “Principal Paying Agent”) and (ii) the TrusteeU.S. Bank National Association, located at its Corporate Trust Office60 Xxxxxxxxxx Xxxxxx, St. Pxxx, Minnesota 55107, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Norwegian Cruise Line Holdings Ltd.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight ‎‎Eight and Sections 4.06 ‎‎4.09 and 4.09‎‎4.11. The Issuer hereby appoints (i) the TrusteeU.S. Bank National Association, located at its Corporate Trust Office 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107 (the “Principal Paying Agent”) and (ii) the TrusteeU.S. Bank National Association, located at its Corporate Trust Office00 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” ”. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section ‎‎Section 7.05.

Appears in 1 contract

Samples: Indenture (Norwegian Cruise Line Holdings Ltd.)

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuers shall maintain a Transfer Agent and Paying Agent in New York, New York. The Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. An Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer Issuers nor any of its their Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight and Sections 4.06 4.09, 4.11 and 4.094.21. The Issuer Issuers hereby appoints (i) appoint the Trusteeoffice of Wilmington Savings Fund Society, FSB in New York, New York located at its Corporate Trust Office (the “Principal address set forth in Section 13.02(a) as Paying Agent”) Agent in New York, New York and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.057.07.

Appears in 1 contract

Samples: Indenture (Transact LTD)

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), i) an office or agency where the Dollar Notes may be transferred presented for registration (the “Dollar Registrar”), which shall be U.S. Bank National Association as of the date of this Indenture, (ii) an office or exchanged agency where the Euro Notes may be presented for registration (the “Euro Registrar”, together with the Dollar Registrar, the “Registrar” ), which shall be Elavon Financial Services Limited as of the date of this Indenture, (iii) an office or agency where Dollar Notes may be presented for transfer or for exchange (the “Dollar Transfer Agent”), which shall be U.S. Bank National Association as of the date of this Indenture, (iv) an office or agency where the Euro Notes may be presented for transfer or agency (the “Euro Transfer Agent”, and together with the Dollar Transfer Agent, the “Transfer Agent”), which shall be Elavon Financial Services Limited, UK Branch as of the date of this Indenture, (v) an office or agency where the Dollar Notes may be presented for payment (the “Dollar Paying Agent”), which shall be U.S. Bank National Association as of the date of this Indenture and references to the Paying Agent shall include the Principal Paying Agent(vi) and an office or agency where notices or demands to or upon the Issuer in respect Euro Notes may be presented for payment (the “Euro Paying Agent” and, together with the Dollar Paying Agent, the “Paying Agent”), which shall be Elavon Financial Services Limited, UK Branch as of the date of this Indenture. The Registrar shall keep a register of the Notes may be served(“Note Register”) and of their transfer and exchange in accordance with the rules and procedures of DTC (in the case of the Dollar Notes). The Issuer registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Issuers may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying AgentsAgent” includes any additional paying agents. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee or an affiliate of the Trustee shall act as such. The Issuer or any of its Affiliates Subsidiaries may act as Transfer Paying Agent, Transfer Agent or Registrar. If the Issuers maintain a paying agent in a European Union member state, coit shall, to the extent permitted by law, ensure that such paying agent is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-Registrar27, Paying Agent 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive. The Issuers initially appoint (i) The Depository Trust Company, its nominees and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall successors (“DTC”) to act as Depositary with respect to the Global Notes that are Dollar Notes and (ii) Elavon Financial Services Limited, its nominees and successors, to act as Depositary (the “Common Depositary”) for Euroclear and/or Clearstream with respect to the Global Notes that are Euro Notes. The Issuers initially appoint (i) the Trustee to act as the Dollar Paying Agent for the purposes of Article Three Dollar Notes and Eight Transfer Agent and Sections 4.06 Registrar for the Dollar Notes and 4.09. The Issuer hereby appoints (i) to act as Custodian with respect to the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) Global Notes and (ii) an affiliate of the Trustee, located at its Corporate Trust Office, Trustee to act as Registrar. Each hereby accepts such appointments. The the Euro Paying Agent for the Euro Notes and the Transfer Agent, Principal Paying Agent and Registrar for the Euro Notes. If any Notes are listed on an exchange and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions rules of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulationssuch exchange so require, the Issuer shall cause the Registrar Issuers will satisfy any requirement of such exchange as to keep a register (the “Security Register”) at its Corporate Trust Office in whichpaying agents, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, registrars and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books agents and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement will comply with any Paying Agent notice requirements required under such exchange in connection with any change of paying agent, registrar or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such transfer agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Gates Industrial Corp PLC)

Registrar, Transfer Agent and Paying Agent. The Issuer Company shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Company in respect of the Notes may be served. The Issuer Company shall maintain a Transfer Agent and Paying Agent in New York, New York. The Company may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer Company or any of or its Affiliates Subsidiaries incorporated in the United States may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided provided, however, that neither the Issuer Company nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09Eight. The Issuer Company hereby appoints (i) the TrusteeHSBC Bank USA, National Association located at its Corporate Trust Office (the “Principal Paying Agent”address set forth in Section 12.2(a) as Registrar and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Agent and Paying Agent in New York, New York and Registrar agent for service of notices and any authenticating agent are collectively referred to demands in this Indenture as connection with the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursedNotes. Subject to any Applicable Laws applicable laws and regulations, the Issuer Company shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of the Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Company shall enter into an appropriate agency agreement with any Paying Agent or co- co-Registrar not a party to this Indenture. The Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Company shall notify the Trustee of the name and address of any such agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.057.6.

Appears in 1 contract

Samples: Indenture (Sealed Air Corp/De)

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying AgentsAgents or approve a change in the office through which any of them acts. The Issuer Issuers shall notify the Trustee and the Notes Administrator in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Notes Administrator shall act as such. The Issuers or any of its their Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided provided, however, that neither the Issuer Issuers nor any of its their Affiliates shall act as Paying Agent for the purposes of Article Three Articles 3 and Eight 8 and Sections 4.06 4.09 and 4.094.11. The Issuer Issuers initially appoint American Stock Transfer & Trust Company, LLC to act as Depositary with respect to the Global Notes. The Issuers hereby appoints (iinitially appoint the Notes Administrator, at the address set forth in Section 12.02(a) the Trustee, located at its Corporate Trust Office (the “Principal as Registrar and as Transfer Agent and Paying Agent”) , and (ii) to act as custodian with respect to the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursedGlobal Notes. Subject to any Applicable Laws applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Foresight Energy LP)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Articles Three and Eight ‎‎Eight and Sections 4.06 ‎‎4.09 and 4.09‎‎4.11. The Issuer hereby appoints (i) the TrusteeU.S. Bank Trust Company, National Association, located at its Corporate Trust Office 60 Xxxxxxxxxx Xxxxxx, St. Pxxx, MN 55107 (the “Principal Paying Agent”) and (ii) the TrusteeU.S. Bank Trust Company, National Association, located at its Corporate Trust Office60 Xxxxxxxxxx Xxxxxx, St. Pxxx, MN 55107, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” ”. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section ‎‎Section 7.05.

Appears in 1 contract

Samples: Indenture (Norwegian Cruise Line Holdings Ltd.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 4.09 and 4.094.11. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” ”. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Royal Caribbean Cruises LTD)

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), i) an office or agency where Notes may be transferred or exchanged presented for registration (the “Transfer AgentRegistrar”), which shall be Wilmington Trust, National Association as of the date of this Indenture, (ii) an office or agency where the Notes may be presented for transfer or for exchange (the “Transfer Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent” and references to ”), which shall be Wilmington Trust, National Association as of the Paying Agent date of this Indenture. The Registrar shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may be served(“Note Register”) and of their transfer and exchange. The Issuer registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Issuers may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional Paying Agentspaying agents. The Issuer or term “Registrar” includes any of its Affiliates may act as co-registrar, the term “Transfer Agent, Registrar, ” includes any co-Registrar, transfer agent and the term “Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor Agent” includes any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09additional paying agents. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Issuers may change any Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointmentsTransfer Agent or Registrar without prior notice to any Holder. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to Issuers shall notify the Trustee in this Indenture as the “Agents.” The roles, duties and functions writing of the Agents are of a mechanical nature name and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement address of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to appoint or maintain a Registrar another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. Either Issuer or any of its respective Subsidiaries may act as Paying Agent, Transfer Agent or Registrar upon written notice to the Trustee. The Issuers initially appoint a suitably qualified The Depository Trust Company, its nominees and reputable party successors (“DTC”) to act as Depositary with respect to any Global Notes. The Issuers initially appoint the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Notes and any Global Notes. If any Notes are listed on an exchange and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and shall be entitled to appropriate compensation therefor pursuant to Section 7.05transfer agents and will comply with any notice requirements required under such exchange in connection with any change of paying agent, registrar or transfer agent.

Appears in 1 contract

Samples: Indenture (Hilton Grand Vacations Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 4.09 and 4.094.11. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Royal Caribbean Cruises LTD)

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain (i) an office or agency where Notes may be presented for the registration of the Notes and of their transfer or for exchange (the “Registrar”), (ii) an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) ). The Registrar and an office or agency where notices or demands to or upon the Issuer in respect Transfer Agent shall keep a register of the Notes may be served(the “Note Register”) and of their transfer and exchange and will facilitate transfers of the Notes on behalf of the Issuer. The Issuer may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars additional paying agents and one or more transfer agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any additional transfer agent and the term “Paying AgentsAgent” includes any additional paying agent. For avoidance of doubt, there shall be only one Note Register. The Issuer initially appoints Deutsche Bank Luxembourg S.A. as Registrar and Transfer Agent with respect to the Notes and Deutsche Bank AG, London Branch as Principal Paying Agent with respect to the Notes. The rights, powers, duties, obligations and actions of each Agent under this Indenture are several and not joint or joint and several, and the Agents shall only be obliged to perform those duties expressly set out in this Indenture and shall have no implied duties. The Issuer may change the Registrar, Transfer Agent or Paying Agent without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Registrar, Transfer Agent or Paying Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall, to the extent that it is capable, act as such. The Issuer or any of its Affiliates Subsidiaries may act as Transfer Agent, Registrar, co-Registrar, Paying Transfer Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal or Paying Agent”) . If, and (ii) to the Trusteeextent that, located at its Corporate Trust Office, as Registrar. Each hereby accepts the Notes are listed on an exchange and the rules of such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulationsexchange so require, the Issuer shall cause the Registrar satisfy any requirement of such exchange as to keep a register (the “Security Register”) at its Corporate Trust Office in whichpaying agents, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, registrars and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books agents and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement will comply with any Paying Agent notice requirements required under such exchange in connection with any change of paying agent, registrar or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such transfer agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Appears in 1 contract

Samples: Indenture (Catalent, Inc.)

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), a) an office or agency where Notes may be transferred or exchanged presented for registration (the “Transfer AgentRegistrar”), which shall be Wilmington Trust, National Association, as of the date of this Indenture, (b) an office or agency where the Notes may be presented for transfer or for exchange (the “Transfer Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture and (c) an office or agency where Notes may be presented for payment (the “Paying Agent” and references to ”), which shall be Wilmington Trust, National Association, as of the Paying Agent date of this Indenture. The Registrar shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect keep a register of the Notes may be served(“Note Register”) and of their transfer and exchange. The Issuer registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Issuers may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional Paying Agentspaying agents. The Issuer or term “Registrar” includes any of its Affiliates may act as co-registrar, the term “Transfer Agent, Registrar, ” includes any co-Registrar, transfer agent and the term “Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor Agent” includes any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.06 and 4.09additional paying agents. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Issuers may change any Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointmentsTransfer Agent or Registrar without prior notice to any Holder. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to Issuers shall notify the Trustee in this Indenture as the “Agents.” The roles, duties and functions writing of the Agents are of a mechanical nature name and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any Applicable Laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement address of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to appoint or maintain a Registrar another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. Either Issuer or any of its respective Subsidiaries may act as Paying Agent, Transfer Agent or Registrar upon written notice to the Trustee. The Issuers initially appoint a suitably qualified DTC, its nominees and reputable party successors to act as Depositary with respect to any Global Notes. The Issuers initially appoint the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Notes and any Global Notes. If any Notes are listed on an exchange and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and shall be entitled to appropriate compensation therefor pursuant to Section 7.05transfer agents and will comply with any notice requirements required under such exchange in connection with any change of paying agent, registrar or transfer agent.

Appears in 1 contract

Samples: Intercreditor Agreement (Hilton Grand Vacations Inc.)

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