Appointment of Issuing and Paying Agent Sample Clauses

Appointment of Issuing and Paying Agent. The Issuing Banks propose to -------------------------------------------------- issue from time to time, their Senior and Subordinated Bank Notes (each, a "Bank Note" and collectively, the "Bank Notes") in such amounts as may be duly authorized by the Issuing Banks pursuant to the Distribution Agreement, dated September 17, 1999 (the "Distribution Agreement"), among the Issuing Banks and the agents named therein (the "Agents"). Each Bank Note will be issued in book-entry form and will be represented by a global certificate (each, a "Global Bank Note" and collectively, the "Global Bank Notes") registered in the name of The Depository Trust Company, as depositary ("DTC", which term includes any successor thereof), or a nominee thereof (which successor shall be a clearing agency registered under the Securities Exchange Act of 1934, as amended, if so required by applicable law), or a nominee thereof (each beneficial interest in a Global Bank Note, a "Book-Entry Bank Note" and collectively, the "Book-Entry Bank Notes"). The Issuing Banks hereby appoint the Issuing and Paying Agent to act, on the terms and conditions specified herein, as issuing and paying agent for the Global Bank Notes and as registrar, transfer agent and authenticating agent for the Global Bank Notes and to perform such other responsibilities as are described herein and in the Administrative Procedures attached as Exhibit B to the Distribution Agreement as such Administrative Procedures may be amended from time to time by agreement of the Issuing Banks and the Agents with notice of such amendments to the Issuing and Paying Agent, and the Issuing and Paying Agent hereby accepts such appointments. The aggregate principal amount of the Global Bank Notes which may be issued pursuant to this Agreement is unlimited. The Issuing and Paying Agent shall exercise due care in the performance of its obligations hereunder and shall perform such obligations in a manner consistent with industry standards.
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Appointment of Issuing and Paying Agent. (a) The Company issues and sells, from time to time, notes with maturities of nine months or more from date of issue in an aggregate principal amount such that the aggregate principal amount outstanding at any time is not greater than US $25,000,000,000 (or the equivalent based on the applicable exchange rate at the time of issuance, in such foreign currencies or foreign currency units as the Company shall designate at the time of issuance) (or such greater aggregate principal amount as the Company may authorize from time to time pursuant to a resolution adopted by its Board of Directors) evidencing one or more obligations of the Company (each a “Note” and together the “Notes”), which Notes have been and are to be issued without registration under the Securities Act of 1933, as amended (the “Act”). The Company has appointed Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Xxxxxxx, Sachs & Co., HSBC Securities (USA) Inc., X.X. Xxxxxx Securities LLC, Mitsubishi UFJ Securities (USA), Inc., Mizuho Securities USA Inc., RBS Securities Inc. and Xxxxx Fargo Securities, LLC as the placement agents for such Notes (each, a “Placement Agent” and, together, the “Placement Agents”), pursuant to an Amended and Restated Private Placement Agreement dated as of August 27, 2012 (the “Private Placement Agreement”), among the Company and the Placement Agents (as the same may be amended or supplemented from time to time). The Company hereby appoints the Issuing and Paying Agent to act, on the terms and conditions specified herein and in the Amended and Restated Medium Term Note Administrative Procedures for Privately-Placed Medium Term Notes dated as of August 27, 2012 (as the same may be amended or supplemented from time to time, with the consent of the Issuing and Paying Agent, which consent shall not be unreasonably withheld, conditional or delayed, the “Procedures”), as Issuing and Paying Agent for the Notes, and the Issuing and Paying Agent hereby accepts such appointment on such terms and conditions.
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Appointment of Issuing and Paying Agent. This Agreement does not limit the aggregate principal amount of Notes that may be issued pursuant hereto. However, as of the date hereof, the Issuer proposes to issue $50,000,000 aggregate principal amount of Notes, provided that the Issuer reserves the right to increase such amount from time to time without the consent of the holders of the Notes from time to time as reflected in the Issuer’s register of Notes (the “Registered Holders”) or owners of beneficial interests therein. The Issuer has appointed U.S. Bancorp Investments, Inc. and Macquarie Capital (USA) Inc. (or such other placement agent(s) as may be appointed by the Issuer from time to time in connection with the Notes) as the placement agents for the Notes (the “Placement Agents”). The Issuer hereby appoints the Issuing and Paying Agent to act, on the terms and conditions specified herein, as issuing and paying agent for the Notes, and the Issuing and Paying Agent hereby accepts such appointments in accordance with such terms and conditions.
Sample 1See All (4)
Appointment of Issuing and Paying Agent. The Issuer proposes to issue from time to time the Notes in an aggregate initial offering price not to exceed $700,000,000 (provided the Issuer reserves the right to increase such authorized amount from time to time), and have appointed Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Banc of America Securities LLC and Xxxxxxx Xxxxx Barney Inc. (or such other placement agents as appointed by the Issuer from time to time) as the placement agents for the Notes (collectively, the "Placement Agents"). The Issuer hereby appoints the Issuing and Paying Agent to act, on the terms and conditions specified herein, as issuing and paying agent for the Notes, and the Issuing and Paying Agent hereby accepts such appointments in accordance with such terms and conditions. The Issuing and Paying Agent also agrees to perform the duties and obligations required to be performed by it under the Administrative Procedures applicable to the Notes (the, Administrative Procedures"). Defined terms used and not defined herein shall have the meanings given such terms in the Private Placement Agency Agreement, dated April 29, 1998 (the "Private Placement Agency Agreement"), between the Issuer and the Placement Agents or in the Private Placement Memorandum (as defined in such Private Placement Agency Agreement), as the case may be. SECTION 2.
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Appointment of Issuing and Paying Agent. This Agreement does not limit the aggregate principal amount of Notes that may be issued pursuant hereto. However, as of the date hereof, the Issuer proposes to issue $60,000,000 aggregate principal amount of the Notes, provided that the Issuer reserves the right to increase such amount of Notes from time to time without the consent of the holders of the Notes from time to time as reflected in the Issuer’s register (the “Registered Holders”) of Notes or owners of beneficial interests therein. The Issuer has appointed U.S. Bancorp Investments, Inc. and Raxxxxx Xaxxx & Associates, Inc. and the other placement agents set forth in the Placement Agency Agreement (or such other placement agent(s) as may be appointed by the Issuer from time to time in connection with the Notes) as the placement agents for the Notes (the “Placement Agents”). The Issuer hereby appoints the Issuing and Paying Agent to act, on the terms and conditions specified herein, as note registrar, custodian and issuing and paying agent for the Notes, and the Issuing and Paying Agent hereby accepts such appointments in accordance with such terms and conditions.
Sample 1
Appointment of Issuing and Paying Agent. The Issuing and Paying Agent is hereby appointed as issuing and paying agent for the Notes on the terms and conditions specified in this Agreement, and the Issuing and Paying Agent hereby accepts such appointment. The Bank hereby appoints the Issuing and Paying Agent as registrar for the Notes.
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Appointment of Issuing and Paying Agent. The Issuing and Paying Agent is hereby appointed as issuing and paying agent for the Notes on the terms and conditions specified in this Agreement, and the Issuing and Paying Agent hereby accepts such appointment. No series of Notes shall become subject to this Agreement until the Global Note (as defined below) evidencing the same shall be executed by the Issuer and authenticated by the Issuing and Paying Agent as herein provided. ARTICLE II
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Related to Appointment of Issuing and Paying Agent

  • Appointment of Paying Agents The Paying Agent shall initially be the Property Trustee. The Paying Agent shall make Distributions to Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Administrative Trustees may revoke such power and remove the Paying Agent in their sole discretion. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Administrative Trustees and the Property Trustee. If the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Administrative Trustees shall appoint a successor (which shall be a bank or trust company) to act as Paying Agent. Such successor Paying Agent appointed by the Administrative Trustees shall execute and deliver to the Trustees an instrument in which such successor Paying Agent shall agree with the Trustees that as Paying Agent, such successor Paying Agent will hold all sums, if any, held by it for payment to the Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Article VIII shall apply to the Property Trustee also in its role as Paying Agent, for so long as the Property Trustee shall act as Paying Agent and, to the extent applicable, to any other Paying Agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

  • Appointment of Paying Agent Except as otherwise provided in Section 5.2, the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, and any co-paying agent chosen by BNY Mellon Trust of Delaware. BNY Mellon Trust of Delaware shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. If BNY Mellon Trust of Delaware shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

  • Registrar, Transfer Agent and Paying Agent The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“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 (“Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent). The Registrar and the Transfer Agent will maintain a register reflecting ownership of definitive registered Notes outstanding from time to time and will make payments on and facilitate transfers of definitive registered Notes on behalf of the Company. The Company may appoint one or more co-registrars, one or more transfer agents and one or more additional paying agents. The 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. The Company may change the Paying Agent, the Registrar or the Transfer Agent without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. The Company 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. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee 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 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 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 the 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.

  • Appointment of Custodian On behalf of each of its Portfolios, each Fund hereby employs and appoints the Custodian as a custodian, subject to the terms and provisions of this Agreement. Each Fund shall deliver to the Custodian, or shall cause to be delivered to the Custodian, cash, securities and other assets owned by each of its Portfolios from time to time during the term of this Agreement and shall specify to which of its Portfolios such cash, securities and other assets are to be specifically allocated.

  • Appointment of Transfer Agent 2.1 Each Fund hereby appoints and constitutes Transfer Agent as transfer agent, registrar and dividend disbursing agent for Shares of the Fund and as shareholder servicing agent for the Portfolios. Transfer Agent accepts such appointment and agrees to perform the duties hereinafter set forth.

  • Appointment of Administrative Trustees (a) There shall at all times be one or more Administrative Trustees hereunder with respect to the Trust Securities. Each Administrative Trustee shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more persons authorized to bind that entity. Each of the individuals identified as an “Administrative Trustee” in the preamble of this Trust Agreement hereby accepts his or her appointment as such.

  • Appointment of the Sub-Advisor In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached as Exhibit A (the “Advisory Agreement”), the Advisor appoints the Sub-Advisor to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (the “Fund Assets”), in conformity with the Fund’s currently effective registration statement, including its prospectus and statement of additional information, as amended (collectively, the “Disclosure Documents”), and subject to the control and direction of the Advisor and the Trust’s Board of Trustees (the “Board”), for the period and on the terms set forth in this Agreement. The Sub-Advisor accepts such appointment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation provided in Section 3 of this Agreement. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Advisers Act and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. For purposes of this Agreement, the Sub-Advisor shall be deemed an independent contractor and shall, except as expressly provided or authorized by written Agreement with the Advisor, Fund, or Trust, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund.

  • Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust (a) The Company may appoint one or more Registrars and one or more Paying Agents, and the Trustee may appoint an Authenticating Agent, in which case each reference in this Indenture to the Trustee in respect of the obligations of the Trustee to be performed by that Agent will be deemed to be references to the Agent. The Company may act as Registrar or (except for purposes of Article 8)

  • Appointment of Co-Trustee It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the enforcement thereof on default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted or take any action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee, provided that unless an Indenture Event of Default shall have occurred and be continuing, any such appointment of a co-trustee shall be subject to the consent of the Company, which consent shall not be unreasonably withheld. The following provisions of this Section are adopted to these ends. In the event that the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and only to the extent that the Trustee by the laws of any jurisdiction is incapable of exercising such powers, rights and remedies and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. Should any instrument in writing from the Company be required by the separate or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company; provided, that if an Indenture Event of Default shall have occurred and be continuing, if the Company does not execute any such instrument within fifteen (15) days after request therefor, the Trustees shall be empowered as an attorney-in-fact for the Company to execute any such instrument in the Company's name and stead. In case any separate or co-trustee or a successor to either shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

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