Forms of Notes and Certificate of Authentication Sample Clauses

Forms of Notes and Certificate of Authentication. (a) The form of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes shall be as set forth respectively as Exhibits A, B, C and D hereto.
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Forms of Notes and Certificate of Authentication. (a) The forms of the Notes, including the Certificate of Authentication, shall be as set forth in the applicable Exhibit hereto. (b) Notes offered and sold to Qualified Institutional Buyers (in reliance on Section 4(2), Rule 144A or another exemption under the Securities Act) and to Qualified Purchasers shall be issued in the form of a Rule 144A Global Note, which shall be deposited with the Trustee, as custodian for DTC, and registered in the name of DTC or the nominee of DTC, in each case, duly executed by the Issuer and authenticated by the Trustee in accordance with Section 2.2(c). The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided. (c) This Section 2.2(c) shall apply only to Rule 144A Global Notes deposited with or on behalf of DTC. The Issuer shall execute and the Trustee shall upon receipt of an Issuer Order, in accordance with this Section 2.2(c), authenticate and deliver initially one or more Rule 144A Global Notes, that (i) shall be registered in the name of DTC for such Rule 144A Global Note or Rule 144A Global Notes or the nominee of DTC and (ii) is held by the Trustee, as custodian for DTC. Agent Members shall have no rights under this Indenture with respect to any Rule 144A Global Note held on their behalf by DTC or under the Rule 144A Global Note, and DTC may be treated by the Issuer, the Trustee, and any agent of the Issuer or the Trustee as the absolute owner of such Rule 144A Global Note for all purposes whatsoever (except to the extent otherwise provided herein). Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (d) Except as provided in Section 2.10, owners of beneficial interests in Rule 144A Global Notes will not be entitled to receive physical delivery of Definitive Notes.
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Forms of Notes and Certificate of Authentication. (a) The form of the Class B Notes, including the Certificate of Authentication, shall be substantially as set forth in Exhibit B hereto. (b) The Notes shall be issued in definitive form, registered in the name of the legal owner thereof attached without interest coupons with the applicable legend set forth in Exhibit B hereto added to the form of such Notes (each a “Definitive Note”), which shall be executed by the Issuer and authenticated by the Note Administrator as hereinafter provided. The aggregate principal amount of the Definitive Notes may from time to time be increased or decreased by adjustments made on the records of the Note Administrator as hereinafter provided.
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Forms of Notes and Certificate of Authentication. (a) The form of the certificated Notes is attached hereto as Exhibit A. (b) The form of the Trustee’s certificate of authentication is as set forth on Exhibit A. (c) The form of transfer and assignment is as set forth on Exhibit A.
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Forms of Notes and Certificate of Authentication. (a) The form of Note which is a Class A-1 Note is attached hereto as Exhibit II. (b) The form of Note which is a Class A-2 Note is attached hereto as Exhibit III. (c) The form of the Trustee's certificate of authentication is as follows: "This is one of the Notes referred to in the within mentioned Indenture. ___________________________________ as Trustee By: ________________________________ Authorized Signatory" (d) The form of assignment is as follows: "FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______________________________________________ ______________________________________ (Please insert Social Security or other Identifying Number of Assignee) _______________________________________________________________________________ _______________________________________________________________________________ (Please print or type name and address of Assignee) the within Note of ________________________, and does hereby irrevocably constitute and appoint ______________ Attorney to transfer such Note on the books of the within named trust, with full power of substitution in the premises.
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Forms of Notes and Certificate of Authentication. (a) The forms of the Notes including the Certificated Notes, Regulation S Global Notes and Rule 144A Global Notes, shall be as set forth in the applicable part of Exhibit A hereto.
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Forms of Notes and Certificate of Authentication. The form of the Notes, including the Certificate of Authentication, shall be as set forth in Exhibit A, as applicable. (a) Rated Notes offered and sold on the Closing Date outside the United States to non-U.S. Persons in reliance on Regulation S that are also Qualified Purchasers will be issued in the form of Temporary Global Notes, and ERISA Restricted Notes in the form of Regulation S Global Notes, in each case duly executed by the Issuer and authenticated by the Collateral Trustee as hereinafter provided. On or after the 40th day after the later of the Closing Date and the commencement of the offering of the Notes (the “Exchange Date”), interests in a Temporary Global Note of any Class will be exchangeable for interests in a Regulation S Global Note of the same Class upon certification that the beneficial interests in such Temporary Global Note are owned by Persons who are not U.S. Persons that are also Qualified Purchasers. Upon the exchange of a Temporary Global Note for a Regulation S Global Note, the Regulation S Global Note will be deposited with the Collateral Trustee as custodian for the Depository and registered in the name of a nominee of the Depository for the account of Euroclear and Clearstream. (b) Except as provided in clause (d), Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A will be issued initially in the form of a Rule 144A Global Note, duly executed by the Issuer and authenticated by the Collateral Trustee as hereinafter provided. Notes sold to purchasers that are Accredited Investors (including Institutional Accredited Investors) that are also Qualified Purchasers will be represented by Definitive Notes. (c) Rated Notes will be represented by Global Notes. Subordinated Notes will be issued in the form of Definitive Notes, Rule 144A Global Notes and Regulation S Global Notes. Notwithstanding the foregoing:
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Forms of Notes and Certificate of Authentication 
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Related to Forms of Notes and Certificate of Authentication

  • Certificate of Authentication Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee by the manual signature of one of its authorized officers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. The execution of such certificate by the Trustee upon any Security executed by the Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.

  • Appointment of Authenticating Agent At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and, if other than the Company, to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [Name of Authenticating Agent] _________________________ by As Authenticating Agent _________________________ As Authorized Agent Dated ____________________

  • Authentication of Notes If, at the time the successor by merger or consolidation to the Indenture Trustee succeeds to the trusts created by this Indenture, Notes have been authenticated but not delivered, the successor Indenture Trustee may adopt the certificate of authentication of a predecessor Indenture Trustee and deliver the Notes so authenticated. If at that time any Notes have not been authenticated, the successor Indenture Trustee may authenticate the Notes. In each of those cases, the certificates will have the same force and effect provided in the Notes or in this Indenture as the certificate of the predecessor Indenture Trustee.

  • Multi-Factor Authentication for Remote Access DST shall use multi factor authentication and a secure tunnel, or another strong authentication mechanism, when remotely accessing DST’s internal network.

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