Paying Agent and Registrar for the Notes. The trustee will initially act as paying agent and registrar. Issuer may change the paying agent or registrar without prior notice to the holders of the notes, and Issuer or any of its Subsidiaries may act as paying agent or registrar.
Paying Agent and Registrar for the Notes. The Canadian Trustee shall initially act as Paying Agent and Registrar. The Issuer may change the Paying Agent or Registrar without prior notice to the Holders of the Notes, provided that neither the Issuer nor any of its Affiliates may act as Paying Agent or Registrar. The Issuer shall enter into an appropriate agency agreement with any Paying Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Paying Agent. In the event that the Canadian Trustee is not the Paying Agent, the Issuer shall notify the Canadian Trustee, in advance, of the name and address of any such Paying Agent. If the Issuer fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Canadian Trustee shall act as such. All money deposited with the Canadian Trustee for the payment of principal or interest on the Notes shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to such payment, either directly or through any Paying Agent as the Canadian Trustee may determine.
Paying Agent and Registrar for the Notes. The Issuer will maintain one or more paying agents for the Notes in the Borough of Manhattan, City of New York. The initial paying agent for the Notes will be the Trustee. The Issuer will also maintain a registrar with offices in the Borough of Manhattan, City of New York. The initial registrar will be the Trustee. The registrar will maintain a register reflecting ownership of the Notes outstanding from time to time and will make payments on and facilitate transfer of Notes on behalf of the Issuer. The Issuer may change the paying agents or the registrars without prior notice to the Holders. The Issuer or any of its Subsidiaries may act as a paying agent or registrar.
Paying Agent and Registrar for the Notes. (a) The Company shall maintain a registrar with an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and a paying agent with an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change the Paying Agent or Registrar without prior notice to the Holders, and the Company or any of its Affiliates may act as Paying Agent or Registrar. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such.
(b) The Company initially appoints DTC to act as Depositary with respect to the Global Notes.
(c) The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.
Paying Agent and Registrar for the Notes. The trustee will initially act as paying agent and registrar. UOL may change the paying agent or registrar without prior notice to the holders of the notes, and UOL or any of its Subsidiaries may act as paying agent or registrar.
Paying Agent and Registrar for the Notes. The Trustee will initially act as paying agent and registrar. The Issuer may change the paying agent or registrar without prior notice to the holders of the notes, and the Issuer or any of its Subsidiaries may act as paying agent or registrar. 0080105-0000405 PA:20488617.7 14 A holder may transfer or exchange notes in accordance with the provisions of the indenture. The registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders of the notes will be required to pay all taxes due on transfer. The Issuer will not be required to transfer or exchange any note selected for redemption, except the unredeemed portion of any note being redeemed in part. Also, the Issuer will not be required to transfer or exchange any note for a period of fifteen (15) days before the mailing of a notice of redemption of notes to be redeemed.
Paying Agent and Registrar for the Notes. (a) The Issuer shall maintain one or more paying agents (each, a “Paying Agent”) for the Notes, including one Paying Agent in London. The Issuer shall ensure that it maintains a Paying Agent in a member state of the European Union that will not be 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. The Issuer appoints Elavon Financial Services Limited, UK Branch to serve as the initial Paying Agent for the Notes.
(b) The Issuer shall maintain a registrar (the “Registrar”) and a transfer agent (the “Transfer Agent”). The Issuer appoints Elavon Financial Services Limited to serve as the initial Registrar and Elavon Financial Services Limited, UK Branch to serve as the initial Transfer Agent. The Registrar shall maintain a register reflecting ownership of the Notes (the “Note Register”) outstanding from time to time, if any, and together with the Transfer Agent, shall facilitate transfers of the Notes on behalf of the Issuer. A register of the Notes shall be left at the registered office of the Issuer. In case of inconsistency between the register kept by the Registrar and the register kept by the Issuer at its registered office, the register kept by the Issuer shall prevail.
(c) The Issuer may change any Paying Agent, Registrar or Transfer Agent for the Notes without prior notice to the holders of such Notes. However, for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market and the rules of the Luxembourg Stock Exchange so require, the Issuer shall publish a notice of any change of Paying Agent, Registrar or transfer agent in a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such rules, post such notice on the official website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx). The Parent or any of its Subsidiaries may act as Paying Agent or Registrar in respect of the Notes.
(d) The Issuer shall be responsible for making calculations called for under the Notes and this Indenture, including but not limited to determination of interest, redemption price, Applicable Premium, premium, if any, and any additional...
Paying Agent and Registrar for the Notes. (a) The Company shall maintain a registrar with an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and a paying agent with an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change the Paying Agent or Registrar without prior notice to the Holders, and the Company or any of its Affiliates may act as Paying Agent or Registrar. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company shall also maintain a Registrar and a Paying Agent in the Republic of Ireland so long as the Notes are listed on the Irish Stock Exchange.
(b) The Company initially appoints Euroclear and Clearstream to act as the Depositaries with respect to the Global Notes. The Company may appoint one or more other Depositaries at its discretion.
(c) The Company initially appoints (i) The Bank of New York, located at the address set forth in Section 13.02(a), to act as the Registrar and Paying Agent, (ii) The Bank of New York Depository (Nominees) Limited as Nominee for the Bank of New York, London Branch as Common Depository for Euroclear Bank S.A./N.V. and Clearstream Banking Société Anonyme to act as Common Depositary with respect to the Global Notes, and (iii) The Bank of New York, located at the address set forth in Section 13.02(a), to act as Calculation Agent.
(d) The Company initially appoints RSM Xxxxxx Xxxxxx LLP, located at the address set forth in Section 13.02(a), as Paying Agent in Ireland.
(e) The Company undertakes that it shall maintain a paying agent in a Member State of the European Union that is not obligated to withhold or deduct tax pursuant to the European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive.
(f) The Company shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. Such agreement shall implement the provisions of this Indenture that relate to such agent....
Paying Agent and Registrar for the Notes. The trustee will initially act as paying agent and registrar. Sunburst may change the paying agent or registrar without prior notice to the Holders of the notes, and Sunburst or any of its Subsidiaries may act as paying agent or registrar. Transfer and Exchange A Holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. Sunburst is not required to transfer or exchange any note selected for redemption. Also, Sunburst is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed. Subsidiary Guarantees The notes will be guaranteed by each of Sunburst's current and future Domestic Subsidiaries, other than Finance Restricted Subsidiaries. These Subsidiary Guarantees will be joint and several obligations of the Guarantors. Each Subsidiary Guarantee will be subordinated to the prior payment in full of all Senior Debt of that Guarantor. The obligations of each Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than Sunburst or another Guarantor, unless:
Paying Agent and Registrar for the Notes. The Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange ("Registrar") and an office or agency where Notes may be presented for payment ("Paying Agent"). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term "
