SECTION 611 Appointment of Authenticating Agent. The Trustee may appoint one or more Authenticating Agents acceptable to the Company with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange for Common Equity or other securities or property, or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, 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, except as provided in or pursuant to this Indenture, shall at all times be a Corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, provided such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and 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 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 may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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 each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appears in 6 contracts

Samples: Indenture (Apple Hospitality REIT, Inc.), Indenture (Apple Hospitality REIT, Inc.), Indenture (Apple Hospitality REIT, Inc.)

SECTION 611 Appointment of Authenticating Agent. The Trustee may appoint one or more Authenticating Agents acceptable to the ~~Company~~ Operating Partnership with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange for Common Equity or other securities or property, or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, 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~~ Operating Partnership and, except as provided in or pursuant to this Indenture, shall at all times be a Corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, provided such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the ~~Company~~Operating Partnership. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the ~~Company~~Operating Partnership. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the ~~Company~~ Operating Partnership and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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~~ Operating Partnership agrees to pay each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the ~~Company~~ Operating Partnership wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an ~~Officer’s Certificate~~Officers’ Certificate of the Operating Partnership), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the ~~Company~~ Operating Partnership with respect to such series of Securities.

Appears in 5 contracts

Samples: Indenture (Dupont Fabros Technology, Inc.), Indenture (Rhino Equity LLC), Indenture (Brixmor Operating Partnership LP)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ 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 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 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 may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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 each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appears in 3 contracts

Samples: Indenture (Boston Scientific Corp), Indenture (Cendant Corp), Indenture (CSC Parent Corp)

SECTION 611 Appointment of Authenticating Agent. The Trustee may appoint one or more Authenticating Agents acceptable to the ~~Company~~ Operating Partnership with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange for Common Equity or other securities or property, or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, 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~~ Operating Partnership and, except as provided in or pursuant to this Indenture, shall at all times be a Corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, provided such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the ~~Company~~Operating Partnership. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the ~~Company~~Operating Partnership. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the ~~Company~~ Operating Partnership and shall ~~give~~ (i) mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall serve, as their names and addresses appear in the Security Register, and (ii) if Securities of the series are issued as Bearer Securities, publish notice of such appointment at least once in an Authorized Newspaper in the place where such successor Authenticating Agent has its principal office if such office is located outside the United States. 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~~ Operating Partnership agrees to pay each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Securities of the series designated ~~therein~~ herein referred to in the within-mentioned Indenture. [NAME OF AUTHENTICATING AGENT], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the ~~Company~~ Operating Partnership wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an ~~Officer’s Certificate~~Officers’ Certificate of the Operating Partnership), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the ~~Company~~ Operating Partnership with respect to such series of Securities.

Appears in 3 contracts

Samples: Indenture (Corporate Office Properties, L.P.), Indenture (Corporate Office Properties, L.P.), Indenture (Corporate Office Properties, L.P.)

SECTION 611 Appointment of Authenticating Agent. The Trustee may appoint one or more Authenticating Agents acceptable to the Company with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial ~~redemption,~~ redemption or partial repayment~~, partial conversion or exchange for Common Equity or other securities or property~~, or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, 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, except as provided in or pursuant to this Indenture, shall at all times be a Corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, provided such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and 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 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 may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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 each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appears in 3 contracts

Samples: Indenture (Bay View Capital Corp), Indenture (Winn Dixie Logistics Inc), Indenture (Winn Dixie Stores Inc)

SECTION 611 Appointment of Authenticating Agent. The Trustee may appoint one or more Authenticating Agents acceptable to the ~~Company~~ Issuer with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange for Common Equity or other securities or property, or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, 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~~ Issuer and, except as provided in or pursuant to this Indenture, shall at all times be a Corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, provided such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving 30 days’ written notice thereof to the Trustee and the ~~Company~~Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the ~~Company~~Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the ~~Company~~ Issuer and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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~~ Issuer agrees to pay each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the ~~Company~~ Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the ~~Company~~ Issuer with respect to such series of Securities.

Appears in 2 contracts

Samples: Indenture (PS Business Parks, L.P.), Indenture (PS Business Parks, L.P.)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States, any state thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall~~ will serve, ~~as their names and addresses appear~~ in the ~~Security Register~~manner provided for in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to ~~or in lieu of~~ the Trustee’s 's certificate of authentication, an alternate certificate of authentication in ~~substantially~~ the following form: Dated: This is one of the Securities of the series designated therein referred to in in, and issued under, the within-mentioned Indenture. ~~[NAME~~ THE BANK OF ~~AUTHENTICATING AGENT]~~NEW YORK, as Trustee By as Authenticating Agent ~~By:~~ By Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.Signatory

Appears in 2 contracts

Samples: Indenture (Suncor Energy Inc), Indenture (Suncor Energy Inc)

SECTION 611 Appointment of Authenticating Agent. The Trustee may appoint one or more Authenticating Agents acceptable to the ~~Company~~ Issuer with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial ~~redemption,~~ redemption or partial ~~repayment, partial conversion or exchange for Common Equity or other securities or property,~~ repayment or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, 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~~ Issuer and the Guarantor and, except as provided in or pursuant to this Indenture, shall at all times be a ~~Corporation~~ corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, provided such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and 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 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 may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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 each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appears in 2 contracts

Samples: Indenture (Reckson Associates Realty Corp), Indenture (Reckson Operating Partnership Lp)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation resulting from any merger, conversion or consolidation~~ corporation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ 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 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 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 may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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 each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appears in 2 contracts

Samples: Debt Securities Indenture (Pacific Telesis Financing Iii), Indenture (Pacific Telesis Financing Iii)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall~~ will serve, ~~as their names and addresses appear~~ in the ~~Security Register~~manner provided for in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Company~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~. If~~ , and the Trustee ~~makes such payments, it~~ shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. ~~The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent.~~ If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to ~~or in lieu of~~ the Trustee’s certificate of authentication, an alternate certificate of authentication in ~~substantially~~ the following form: Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~[NAME OF AUTHENTICATING AGENT]~~_________________________, as Trustee By: as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.Officer HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND THE COMPANY

Appears in 2 contracts

Samples: Indenture (Denison Mines Corp.), Indenture (Denison Mines Corp.)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50,000,000 and subject to supervision or examination by U.S. federal or state authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall~~ will serve, ~~as their names and addresses appear~~ in the ~~Security Register~~manner provided for in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee shall have no liability or responsibility for the action or inaction of any Authenticating Agent (that is not the Trustee). The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to ~~or in lieu of~~ the Trustee’s certificate of authentication, an alternate certificate of authentication in ~~substantially~~ the following form: Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 60 [~~NAME OF AUTHENTICATING AGENT~~Trustee], as Trustee By: as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appears in 1 contract

Samples: Indenture (pdvWireless, Inc.)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States, any State thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than 5 million Dollars and subject to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall~~ will serve, ~~as their names and addresses appear~~ in the ~~Security Register~~manner provided for in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Company~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~. If~~ , and the Trustee ~~makes such payments, it~~ shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. ~~The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent.~~ If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to ~~or in lieu of~~ the Trustee’s certificate of authentication, an alternate certificate of authentication in ~~substantially~~ 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]~~The Bank of New York Mellon Trust Company, N.A., as Trustee By as Authenticating Agent ~~By:~~ By Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.Signatory

Appears in 1 contract

Samples: Indenture (Eaton Corp PLC)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series issued upon ~~original issue,~~ exchange, registration of ~~transfer~~transfer or partial redemption thereof and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent or Agent will serve, ~~partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306~~106, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be reasonably acceptable to the Company and, except as may otherwise be provided ~~in or~~ pursuant to ~~this Indenture~~Section 301, shall at all times be a ~~Corporation that would be permitted by~~ bank or trust company or corporation organized and doing business and in good standing under the ~~Trust Indenture Act~~ laws of the United States of America or of any State or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of not less than $50,000,000 and subject to supervision or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements of the ~~Trust Indenture Act)~~ aforesaid supervising or examining authority, then for the purposes of ~~at least $50,000,000~~this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall serve, as their names and addresses appear~~ will serve in the ~~Security Register~~manner set forth in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. 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 including reimbursement of its reasonable expenses for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s 's certificate of authentication, an alternate certificate of authentication substantially in ~~substantially~~ 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]~~_______________________, as Trustee By: __________________________ as Authenticating Agent By: __________________________ as Authorized Signatory ~~Dated: If all~~ SECTION 612 Conflicting Interests. --------------------- The Trustee shall comply with the provisions of Section 310(b) of the ~~Securities~~ Trust Indenture Act. SECTION 613 Appointment of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Co-Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.. -------------------------

Appears in 1 contract

Samples: Indenture (KPMG Consulting Inc)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more~~ Authenticating Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent shall serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States, any state thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ 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 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 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 may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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 each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appears in 1 contract

Samples: Indenture (Imax Corp)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company with~~ wati respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series issued upon ~~original issue,~~ exchange, registration of ~~transfer,~~ transfer or partial ~~redemption, partial repayment, partial conversion~~ redemption or ~~exchange for Common Equity or other securities or property, or pursuant to Section 306~~repayment thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ bank or trust company or corporation organized and doing business and in good standing under the ~~Trust Indenture Act~~ laws of the United States of America or of any State or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of not less than $50,000,000 and subject to supervision or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements of the ~~Trust Indenture Act)~~ aforesaid supervising or examining authority, then for the purposes of ~~at least $50,000,000~~this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forti in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance ~~with~~ wati the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and ~~with~~ wati the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or ~~with~~ wati which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, ~~without~~ watiout the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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 each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appears in 1 contract

Samples: Indenture (Frontier Corp /Ny/)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series issued upon ~~original issue,~~ exchange, registration of ~~transfer,~~ transfer or partial ~~redemption, partial repayment, partial conversion~~ redemption or ~~exchange for Common Equity or other securities or property, or pursuant to Section 306~~repayment thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ bank or trust company or corporation organized and doing business and in good standing under the ~~Trust Indenture Act~~ laws of the United States of America or of any State or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of not less than $50,000,000 and subject to supervision or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements of the ~~Trust Indenture Act)~~ aforesaid supervising or examining authority, then for the purposes of ~~at least $50,000,000~~this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall serve, as their names and addresses appear~~ will serve in the ~~Security Register~~manner set forth in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. 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 including reimbursement of its reasonable expenses for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication substantially in ~~substantially~~ the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~[NAME~~ THE BANK OF ~~AUTHENTICATING AGENT]~~NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: as Authenticating Agent By: Authorized ~~Signatory~~ Officer Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.:

Appears in 1 contract

Samples: Indenture (PennyMac Mortgage Investment Trust)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series issued upon ~~original issue,~~ exchange, registration of ~~transfer,~~ transfer or partial ~~redemption, partial repayment, partial conversion or exchange for Common Equity or other securities or property, or pursuant to Section 306~~redemption thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be reasonably acceptable to the Company and, except as may otherwise be provided ~~in or~~ pursuant to ~~this Indenture~~Section 301, shall at all times be a ~~Corporation that would be permitted by~~ bank or trust company or corporation organized and doing business and in good standing under the ~~Trust Indenture Act~~ laws of the United States of America or of any State or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of not less than $50,000,000 and subject to supervision or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements of the ~~Trust Indenture Act)~~ aforesaid supervising or examining authority, then for the purposes of ~~at least $50,000,000~~this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall serve, as their names and addresses appear~~ will serve in the ~~Security Register~~manner set forth in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. 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 including reimbursement of its reasonable expenses for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s 's certificate of authentication, an alternate certificate of authentication substantially in ~~substantially~~ the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~[NAME~~ THE BANK OF ~~AUTHENTICATING AGENT],~~ NEW YORK as Trustee By ------------------------------ as Authenticating Agent ~~By:~~ By ------------------------------ Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of SecuritiesSECTION 612 Conflicting Interests.

Appears in 1 contract

Samples: Indenture (Quest Diagnostics Inc)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series issued upon ~~original issue,~~ exchange, registration of ~~transfer,~~ transfer or partial ~~redemption, partial repayment, partial conversion~~ redemption or ~~exchange for Common Equity or other securities or property, or pursuant to Section 306~~repayment thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ bank or trust company or corporation organized and doing business and in good standing under the ~~Trust Indenture Act~~ laws of the United States of America or of any State or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of not less than $50,000,000 and subject to supervision or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements of the ~~Trust Indenture Act)~~ aforesaid supervising or examining authority, then for the purposes of ~~at least $50,000,000~~this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, provided such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and 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 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 may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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 each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.cease

Appears in 1 contract

Samples: Indenture (Sun Communities Operating Limited Partnership)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the applicable Issuer. 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, except as provided in or pursuant to this Indenture,~~ applicable Issuer and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business and in good standing under the ~~Trust Indenture Act~~ laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Company~~applicable Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Company~~applicable Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the ~~Company~~ applicable Issuer and shall give written notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall~~ will serve, ~~as their names and addresses appear~~ in the ~~Security Register~~manner provided for in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Company~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~. If~~ , and the Trustee ~~makes such payments, it~~ shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. ~~The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent.~~ If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to ~~or in lieu of~~ the Trustee’s certificate of authentication, an alternate certificate of authentication in ~~substantially~~ the following form: Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~[NAME OF AUTHENTICATING AGENT]~~U.S. BANK TRUST COMPANY, ~~as Authenticating Agent~~ NATIONAL ASSOCIATION, By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.By:

Appears in 1 contract

Samples: Indenture (Boston Scientific Corp)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall~~ will serve, ~~as their names and addresses appear~~ in the ~~Security Register~~manner provided for in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Company~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~. If~~ , and the Trustee ~~makes such payments, it~~ shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. ~~The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent.~~ If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to ~~or in lieu of~~ the Trustee’s 's certificate of authentication, an alternate certificate of authentication in ~~substantially~~ the following form: Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~[NAME OF AUTHENTICATING AGENT]~~_________________________, as Trustee By: as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer~~’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.~~

Appears in 1 contract

Samples: Indenture (Largo Resources Ltd.)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series issued upon ~~original issue,~~ exchange, registration of ~~transfer,~~ transfer or partial ~~redemption, partial repayment, partial conversion~~ redemption or ~~exchange for Common Equity or other securities or property, or pursuant to Section 306~~repayment thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 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, except as provided in or pursuant to this Indenture,~~ and the Guarantors and shall at all times be a ~~Corporation that would be permitted by~~ bank or trust company or corporation organized and doing business and in good standing under the ~~Trust Indenture Act~~ laws of the United States of America or of any State or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of not less than $50,000,000 and subject to supervision or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements of the ~~Trust Indenture Act)~~ aforesaid supervising or examining authority, then for the purposes of ~~at least $50,000,000~~this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the Company and the ~~Company~~Guarantors. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the ~~Company~~Company and the Guarantors. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and the Guarantors and shall give notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall serve, as their names and addresses appear~~ will serve in the ~~Security Register~~manner set forth in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company ~~agrees~~ and the Guarantors, jointly and severally, agree to pay to each Authenticating Agent from time to time reasonable ~~compensation~~ compensation, including reimbursement of its reasonable expenses for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication substantially in ~~substantially~~ 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appears in 1 contract

Samples: Indenture (Sutherland Asset Management Corp)

SECTION 611 Appointment of Authenticating Agent. The Trustee may appoint ~~one~~ an Authenticating Agent or ~~more~~ Authenticating Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original ~~issue,~~ issue or exchange, registration of ~~transfer,~~ transfer or partial ~~redemption, partial repayment, partial conversion or exchange for Common Equity or other securities or property,~~ redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, 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, except as ~~provided in or pursuant to this Indenture~~specified as contemplated by Section 301, shall at all times be a ~~Corporation~~ corporation that would be permitted by Section 310(a)(1) and (5) of the Trust Indenture Act to be able to act as a trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as ~~an Authenticating Agent~~ such and that has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of ~~at least~~ not less that $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. If the Authenticating Agent has or shall acquire any conflicting interest, as defined in Section 310(b) of the Trust Indenture Act, with respect to the Securities of any series, the Authenticating Agent shall take action as is required pursuant to said Section 310(b). Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ 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 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 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 may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall ~~give~~ (i) mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent ~~shall~~ 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~~ (ii) 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 each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Securities of the series ~~designated therein referred to~~ are issued as Bearer Securities, publish notice of such appointment at least once in an Authorized Newspaper in the ~~within-mentioned Indenture. [NAME OF AUTHENTICATING AGENT], as~~ place where such successor Authenticating Agent ~~By: Authorized Signatory Dated: If all of~~ has its principal office if such office is located outside the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of SecuritiesUnited States.

Appears in 1 contract

Samples: Senior Indenture (National City Corp)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series issued upon ~~original issue,~~ exchange, registration of ~~transfer~~transfer or partial redemption thereof and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent or Agent will serve, ~~partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306~~106, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be reasonably acceptable to the Company and, except as may otherwise be provided ~~in or~~ pursuant to ~~this Indenture~~Section 301, shall at all times be a ~~Corporation that would be permitted by~~ bank or trust company or corporation organized and doing business and in good standing under the ~~Trust Indenture Act~~ laws of the United States of America or of any State or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of not less than $50,000,000 and subject to supervision or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements of the ~~Trust Indenture Act)~~ aforesaid supervising or examining authority, then for the purposes of ~~at least $50,000,000~~this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall serve, as their names and addresses appear~~ will serve in the ~~Security Register~~manner set forth in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. 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 including reimbursement of its reasonable expenses for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s 's certificate of authentication, an alternate certificate of authentication substantially in ~~substantially~~ 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]~~__________________________, as Trustee By:_________________________ as Authenticating Agent By: :_________________________ Authorized Signatory ~~Dated: If all~~ SECTION 612 Conflicting Interests. --------------------- The Trustee shall comply with the provisions of Section 310(b) of the ~~Securities~~ Trust Indenture Act. SECTION 613 Appointment of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Co-Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.. -------------------------

Appears in 1 contract

Samples: Subordinated Indenture (KPMG Consulting Inc)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall~~ will serve, ~~as their names and addresses appear~~ in the ~~Security Register~~manner provided for in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Company~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~. If~~ , and the Trustee ~~makes such payments, it~~ shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. ~~The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent.~~ If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to ~~or in lieu of~~ the Trustee’s certificate of authentication, an alternate certificate of authentication in ~~substantially~~ the following form: Dated: __________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~[NAME OF AUTHENTICATING AGENT]~~______________________________, as Trustee By: as Authenticating Agent By: Authorized ~~Signatory Dated: If all~~ Officer ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND THE COMPANY SECTION 701 Disclosure of Names and Addresses of Holders. Every Holder of Securities or coupons, by receiving and holding the same, agrees with the Company and the Trustee that none of the ~~Securities~~ Company or the Trustee or any agent of any ~~series may not~~ of them shall be ~~originally issued at one time,~~ held accountable by reason of the disclosure of any such information as to the names and if addresses of the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint Holders in accordance with ~~this~~ TIA Section ~~an Authenticating Agent having an office in~~ 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a ~~Place of Payment designated by the Company with respect to such series of Securities~~request made under TIA Section 312(b).

Appears in 1 contract

Samples: Indenture (Fortuna Silver Mines Inc)

SECTION 611 Appointment of Authenticating Agent. The Trustee may appoint one or more Authenticating Agents acceptable to the ~~Company~~ Issuer with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial ~~redemption,~~ redemption or partial ~~repayment, partial conversion or exchange for Common Equity or other securities or property,~~ repayment or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, 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~~ Issuer and the Guarantor and, except as provided in or pursuant to this Indenture, shall at all times be a ~~Corporation~~ corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, ~~provided~~ 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 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 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 may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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 each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appears in 1 contract

Samples: Senior Indenture (Tanger Properties LTD Partnership /Nc/)

SECTION 611 Appointment of Authenticating Agent. The Trustee may appoint one or more Authenticating Agents acceptable to the Company with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange for Common ~~Equity~~ Stock or other securities or property, or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, 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, except as provided in or pursuant to this Indenture, shall at all times be a Corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, provided such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and 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 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 may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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 each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appears in 1 contract

Samples: Indenture (Radnor Homes Inc)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series issued upon ~~original issue,~~ exchange, registration of ~~transfer,~~ transfer or partial ~~redemption, partial repayment, partial conversion~~ redemption or ~~exchange for Common Equity or other securities or property, or pursuant to Section 306~~repayment thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 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~~ Trust and, except as may otherwise be provided ~~in or~~ pursuant to ~~this Indenture~~Section 301, shall at all times be a ~~Corporation that would be permitted by~~ bank or trust company or corporation organized and doing business and in good standing under the ~~Trust Indenture Act~~ laws of the United States of America or of any State or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of not less than $25,000,000 and subject to supervision or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements of the ~~Trust Indenture Act)~~ aforesaid supervising or examining authority, then for the purposes of ~~at least $50,000,000~~this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of or within the series with respect to which such Authenticating Agent ~~shall serve, as their names and addresses appear~~ will serve in the ~~Security Register~~manner set forth in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. 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 including reimbursement of its reasonable expenses for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication substantially in ~~substantially~~ 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]~~, as Trustee By: as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer~~’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.~~

Appears in 1 contract

Samples: Indenture (Capital Lease Funding Inc)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series issued upon ~~original issue,~~ exchange, registration of ~~transfer~~transfer or partial redemption thereof and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent or Agent will serve, ~~partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306~~106, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, 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, except as provided in or pursuant to this Indenture, shall at all times be a Corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall serve, as their names and addresses appear~~ will serve in the ~~Security Register~~manner set forth in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. 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 including reimbursement of its reasonable expenses for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to -60- 63 this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s 's certificate of authentication, an alternate certificate of authentication substantially in ~~substantially~~ 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]~~THE CHASE MANHATTAN BANK, as Trustee By: __________________________ as Authenticating Agent By: __________________________ as Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of SecuritiesSECTION 612 Conflicting Interests.

Appears in 1 contract

Samples: Indenture (SPX Corp)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall~~ will serve, ~~as their names and addresses appear~~ in the ~~Security Register~~manner provided for in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Company~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~. If~~ , and the Trustee ~~makes such payments, it~~ shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. ~~The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent.~~ If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to ~~or in lieu of~~ the Trustee’s certificate of authentication, an alternate certificate of authentication in ~~substantially~~ 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]~~, as Trustee By: as Authenticating Agent By: Authorized ~~Signatory Dated: If all~~ Officer ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND THE COMPANY SECTION 701 Disclosure of Names and Addresses of Holders. Every Holder of Securities or coupons, by receiving and holding the same, agrees with the Company and the Trustee that none of the ~~Securities~~ Company or the Trustee or any agent of any ~~series may not~~ of them shall be ~~originally issued at one time,~~ held accountable by reason of the disclosure of any such information as to the names and if addresses of the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint Holders in accordance with ~~this~~ TIA Section ~~an Authenticating Agent having an office in~~ 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a ~~Place of Payment designated by the Company with respect to such series of Securities~~request made under TIA Section 312(b).

Appears in 1 contract

Samples: Indenture (Field Trip Health Ltd.)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee (which in the case of an appointment of an Authenticating Agent to authenticate Securities on original issue, may contain procedures for such authentication acceptable to the Trustee), and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall~~ will serve, ~~as their names and addresses appear~~ in the ~~Security Register~~manner provided for in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Company~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~. If~~ , and the Trustee ~~makes such payments, it~~ shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. ~~The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent.~~ If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to ~~or in lieu of~~ the Trustee’s 's certificate of authentication, an alternate certificate of authentication in ~~substantially~~ the following form: Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~[NAME OF AUTHENTICATING AGENT]~~THE CHASE MANHATTAN BANK, as Trustee By _________________________ as Authenticating Agent ~~By:~~ By _________________________ Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.Officer ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 1 contract

Samples: Subordinated Indenture (Complete Management Inc)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series issued upon ~~original issue,~~ exchange, registration of ~~transfer,~~ transfer or partial ~~redemption, partial repayment, partial conversion or exchange for Common Equity or other securities or property, or pursuant to Section 306~~redemption thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be reasonably acceptable to the Company and, except as may otherwise be provided ~~in or~~ pursuant to ~~this Indenture~~Section 301, shall at all times be a ~~Corporation that would be permitted by~~ bank or trust company or corporation organized and doing business and in good standing under the ~~Trust Indenture Act~~ laws of the United States of America or of any State or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of not less than $50,000,000 and subject to supervision or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements of the ~~Trust Indenture Act)~~ aforesaid supervising or examining authority, then for the purposes of ~~at least $50,000,000~~this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall serve, as their names and addresses appear~~ will serve in the ~~Security Register~~manner set forth in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. 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 including reimbursement of its reasonable expenses for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s 's certificate of authentication, an alternate certificate of authentication substantially in ~~substantially~~ the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~[NAME~~ THE BANK OF ~~AUTHENTICATING AGENT],~~ NEW YORK as Trustee By ___________________________ as Authenticating Agent ~~By:~~ By ___________________________ Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of SecuritiesSECTION 612 Conflicting Interests.

Appears in 1 contract

Samples: Indenture (Quest Diagnostics Clinical Laboratories Inc /De/)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series issued upon ~~original issue,~~ exchange, registration of ~~transfer,~~ transfer or partial ~~redemption, partial repayment, partial conversion~~ redemption or ~~exchange for Common Equity or other securities or property, or pursuant to Section 306~~repayment thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ bank or trust company or corporation organized and doing business and in good standing under the ~~Trust Indenture Act~~ laws of the United States of America or of any State or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of not less than $50,000,000 and subject to supervision or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements of the ~~Trust Indenture Act)~~ aforesaid supervising or examining authority, then for the purposes of ~~at least $50,000,000~~this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall serve, as their names and addresses appear~~ will serve in the ~~Security Register~~manner set forth in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. 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 including reimbursement of its reasonable expenses for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication substantially in ~~substantially~~ the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~[NAME~~ THE BANK OF ~~AUTHENTICATING AGENT]~~NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer~~’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.~~

Appears in 1 contract

Samples: Indenture (PennyMac Corp.)

SECTION 611 Appointment of Authenticating Agent. The Trustee may appoint one or more Authenticating Agents acceptable to the Company with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange for Common ~~Equity~~ Shares or other securities or property, or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, 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, except as provided in or pursuant to this Indenture, shall at all times be a Corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, provided such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and 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 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 may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall ~~give~~ (i) mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall serve, as their names and addresses appear in the Security Register, and (ii) if Securities of the series are issued as Bearer Securities, publish notice of such appointment at least once in an Authorized Newspaper in the place where such successor Authenticating Agent has its principal office if such office is located outside the United States. 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 each Authenticating Agent from time to time reasonable compensation for its services under this Section. ~~If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the~~ The provisions of Section ~~606. The provisions of Sections~~ 308, Section 603 and Section 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Securities of the series designated ~~therein~~ herein referred to in the within-mentioned Indenture. ASSOCIATION, As Trustee By: [~~NAME OF AUTHENTICATING AGENT], as~~ Name of Authenticating Agent] As Authenticating Agent By: Authorized Signatory ~~Dated:~~ If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an ~~Officer’s Certificate~~Officers’ Certificate of the Company), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appears in 1 contract

Samples: Indenture (Annaly Capital Management Inc)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50,000,000 and subject to supervision or examination by U.S. federal or state authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall~~ will serve, ~~as their names and addresses appear~~ in the ~~Security Register~~manner provided for in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee shall have no liability or responsibility for the action or inaction of any Authenticating Agent (that is not the Trustee). The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to ~~or in lieu of~~ the Trustee’s certificate of authentication, an alternate certificate of authentication in ~~substantially~~ the following form: Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~[NAME OF AUTHENTICATING AGENT]~~Deutsche Bank Trust Company Americas, as ~~Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the~~ Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.By By ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 1 contract

Samples: Indenture (Coca-Cola European Partners Us, LLC)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series issued upon ~~original issue,~~ exchange, registration of ~~transfer,~~ transfer or partial ~~redemption, partial repayment, partial conversion~~ redemption or ~~exchange for Common Equity or other securities or property, or pursuant to Section 306~~repayment thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ bank or trust company or corporation organized and doing business and in good standing under the ~~Trust Indenture Act~~ laws of the United States of America or of any State or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of not less than $50,000,000 and subject to supervision or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements of the ~~Trust Indenture Act)~~ aforesaid supervising or examining authority, then for the purposes of ~~at least $50,000,000~~this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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 each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appears in 1 contract

Samples: Indenture (Sun Communities Operating Limited Partnership)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series issued upon ~~original issue,~~ exchange, registration of ~~transfer,~~ transfer or partial ~~redemption, partial repayment, partial conversion or exchange for Common Equity or other securities or property, or pursuant to Section 306~~redemption thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be reasonably acceptable to the Company and, except as may otherwise be provided ~~in or~~ pursuant to ~~this Indenture~~Section 301, shall at all times be a ~~Corporation that would be permitted by~~ bank or trust company or corporation organized and doing business and in good standing under the ~~Trust Indenture Act~~ laws of the United States of America or of any State or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of not less than $50,000,000 and subject to supervision or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements of the ~~Trust Indenture Act)~~ aforesaid supervising or examining authority, then for the purposes of ~~at least $50,000,000~~this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the 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 61 71 accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall serve, as their names and addresses appear~~ will serve in the ~~Security Register~~manner set forth in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. 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 including reimbursement of its reasonable expenses for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s 's certificate of authentication, an alternate certificate of authentication substantially in ~~substantially~~ the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~[NAME~~ THE BANK OF ~~AUTHENTICATING AGENT],~~ NEW YORK as Trustee By _________________________________________ as Authenticating Agent ~~By:~~ By _________________________________________ Authorized Signatory ~~Dated: If all~~ SECTION 612 Conflicting Interests. The Trustee shall comply with the provisions of Section 310(b) of the ~~Securities~~ Trust Indenture Act. The indenture dated as of ~~any series may not be originally issued at one time~~December 16, ~~and if~~ 1996, for the ~~Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where~~ Company's 10 3/4% Senior Subordinated Notes due 2006 between the Company ~~wishes~~ and The Bank of New York shall be deemed to ~~have Securities~~ be specifically described herein for the purposes of ~~such series authenticated upon original issuance,~~ clause (i) of the ~~Trustee, if so requested in writing (which writing need not be accompanied by or~~ first proviso contained in ~~an Officer’s Certificate), shall appoint in accordance with this~~ Section ~~an Authenticating Agent having an office in a Place~~ 310(b) of ~~Payment designated by~~ the ~~Company with respect to such series of Securities~~TIA.

Appears in 1 contract

Samples: Indenture (Quest Diagnostics Clinical Laboratories Inc /De/)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province thereof, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $35,000,000 and subject to supervision or examination by U.S. federal or state or Canadian federal or provincial authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, provided such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and 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 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 may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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 each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appears in 1 contract

Samples: Indenture (Thomson Reuters Corp /Can/)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States of America, any state thereof or - 55 - the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ 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 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 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 may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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 each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appears in 1 contract

Samples: Indenture (Newell Co)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the applicable Issuer. 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, except as provided in or pursuant to this Indenture,~~ applicable Issuer and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business and in good standing under the ~~Trust Indenture Act~~ laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the ~~Company~~applicable Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Company~~applicable Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the ~~Company~~ applicable Issuer and shall give written notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall~~ will serve, ~~as their names and addresses appear~~ in the ~~Security Register~~manner provided for in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Company~~ Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section~~. If~~ , and the Trustee ~~makes such payments, it~~ shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. ~~The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent.~~ If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to ~~or in lieu of~~ the Trustee’s certificate of authentication, an alternate certificate of authentication in ~~substantially~~ the following form: Dated: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~[NAME OF AUTHENTICATING AGENT]~~U.S. BANK TRUST COMPANY, ~~as Authenticating Agent~~ NATIONAL ASSOCIATION, By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.By:

Appears in 1 contract

Samples: Indenture Agreement (American Medical Systems Europe B.V.)

SECTION 611 Appointment of Authenticating Agent. The Trustee may appoint ~~one~~ an Authenticating Agent or ~~more~~ Authenticating ~~Agents acceptable to~~ Agents, which may be an Affiliate of the ~~Company~~ Company, with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original ~~issue,~~ issue or exchange, registration of ~~transfer,~~ transfer or partial ~~redemption, partial repayment, partial conversion or exchange for Common Equity or other securities or property,~~ redemption thereof or pursuant to Section ~~306~~307, 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, except as ~~provided in or pursuant to this Indenture~~specified as contemplated by Section 301, shall at all times be a ~~Corporation~~ corporation that would be permitted by Section 310(a) (1) and (5) of the Trust Indenture Act to be able to act as a trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as ~~an Authenticating Agent~~ such and that has a combined capital and surplus (computed in accordance with Section ~~310(a)(2~~310(a) (2) of the Trust Indenture Act) of ~~at least~~ not less than $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. If the Authenticating Agent has or shall acquire any conflicting interest, as defined in Section 310(b) of the Trust Indenture Act, with respect to the Securities of any series, the Authenticating Agent shall take action as is required pursuant to said Section 310 (b). Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ 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 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 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 may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall ~~give~~ (i) mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent ~~shall~~ will serve, as their names and addresses appear in the Security Register, and (ii) if Securities of the series are issued as Bearer Securities, publish notice of such appointment at least once in an Authorized Newspaper in the place where such successor Authenticating Agent has its principal office if such office is located outside the United States. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay each Authenticating Agent from time to time reasonable compensation for its services under this Section. ~~If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606.~~ The provisions of Sections ~~308~~309, 603 and 604 shall be applicable to each Authenticating Agent. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in ~~substantially~~ the following form: This ~~is one of the~~ certificate represents Securities of the series designated ~~therein~~ herein referred to in the within-mentioned Indenture. ~~[NAME OF AUTHENTICATING AGENT~~Dated: [ ], not in its individual capacity but solely as Trustee By: As Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.:

Appears in 1 contract

Samples: Subordinated Indenture (Southern First Bancshares Inc)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be acceptable to the Company and authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50,000,000 and subject to supervision or examination by U.S. federal or state authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall~~ will serve, ~~as their names and addresses appear~~ in the ~~Security Register~~manner provided for in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee shall have no liability or responsibility for the action or inaction of any Authenticating Agent (that is not the Trustee). The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this ~~Section. If~~ Section as agreed in writing between the ~~Trustee makes~~ Company and such ~~payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each~~ Authenticating Agent. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to ~~or in lieu of~~ the Trustee’s certificate of authentication, an alternate certificate of authentication in ~~substantially~~ the following form: Dated: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~[NAME OF AUTHENTICATING AGENT]~~Deutsche Bank Trust Company Americas, as Trustee By as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.Agent

Appears in 1 contract

Samples: Indenture (Cboe Global Markets, Inc.)

SECTION 611 Appointment of Authenticating Agent. The Trustee may appoint one or more Authenticating Agents reasonably acceptable to the ~~Company~~ Operating Partnership with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange for Common Equity or other securities or property, or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be reasonably acceptable to the ~~Company~~ Operating Partnership and, except as provided in or pursuant to this Indenture, shall at all times be a Corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, provided such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the ~~Company~~Operating Partnership. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the ~~Company~~Operating Partnership. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the ~~Company~~ Operating Partnership and shall ~~give~~ mail written notice of such appointment ~~in the manner provided in Section 106~~ by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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~~ Operating Partnership agrees to pay each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the ~~Company~~ Operating Partnership wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an ~~Officer’s Certificate~~Officers’ Certificate of the Operating Partnership), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the ~~Company~~ Operating Partnership with respect to such series of Securities.

Appears in 1 contract

Samples: Indenture (Kite Realty Group, L.P.)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of~~ an Authenticating Agent, PROVIDED such ~~Authenticating Agent hereunder, provided such Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be 76 66 acceptable to the Company and shall give written notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall~~ will serve, ~~as their names and addresses appear~~ in the ~~Security Register~~manner provided for in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to ~~or in lieu of~~ the Trustee’s 's certificate of authentication, an alternate certificate of authentication in ~~substantially~~ the following form: Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~[NAME~~ THE BANK OF ~~AUTHENTICATING AGENT]~~NEW YORK, as Trustee By __________________________ as Authenticating Agent ~~By:~~ By __________________________ Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.Signatory

Appears in 1 contract

Samples: Indenture (CCC Capital Trust Ii)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50,000,000 and subject to supervision or examination by U.S. federal or state authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall~~ will serve, ~~as their names and addresses appear~~ in the ~~Security Register~~manner provided for in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee shall have no liability or responsibility for the action or inaction of any Authenticating Agent (that is not the Trustee). The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to ~~or in lieu of~~ the Trustee’s certificate of authentication, an alternate certificate of authentication in ~~substantially~~ the following form: Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [~~NAME OF AUTHENTICATING AGENT~~Trustee], as Trustee By ______________________________ as Authenticating Agent ~~By:~~ By ______________________________ Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.Signatory

Appears in 1 contract

Samples: Indenture (Lifevantage Corp)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, a Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of ~~the~~ such Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and such Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. 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~~ a Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of a Trustee, and a copy of such instrument shall be promptly furnished to the Issuer. Wherever reference is made in this Indenture to the authentication and delivery of Securities by ~~the~~ a Trustee or ~~the~~ a Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of ~~the~~ such Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of ~~the~~ such Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the ~~Company and, except as provided in or pursuant to this Indenture,~~ Issuer and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. The Canadian Trustee hereby appoints and authorizes the U.S. Trustee to act as its Authenticating Agent with respect to the Securities, as required. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ 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~~ Trustees or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the ~~Trustee~~ Trustees and to the ~~Company~~Issuer. ~~The~~ A Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the ~~Company~~Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, ~~the~~ a Trustee may appoint a successor Authenticating Agent which shall be acceptable to the ~~Company~~ Issuer and shall give written notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall~~ will serve, ~~as their names and addresses appear~~ in the ~~Security Register~~manner provided for in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The ~~Company~~ Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this ~~Section. If~~ Section as each Administrative Agent has agreed with the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating AgentTrustees. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to ~~or in lieu of the~~ a Trustee’s certificate of authentication, an alternate certificate of authentication in ~~substantially~~ the following form: Dated: __________________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~[NAME~~ THE BANK OF ~~AUTHENTICATING AGENT]~~NEW YORK MELLON, as U.S. Trustee By: as Authenticating Agent or BNY TRUST COMPANY OF CANADA, as Canadian Trustee By: ~~Authorized Signatory Dated: If all~~ as Authenticating Agent SECTION 612 Appointment to Fill a Vacancy in Office of Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the office of the ~~Securities of any series may not be originally issued at one time, and if~~ U.S. Trustee or the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Canadian Trustee, if will appoint, in the manner provided in Section 608, a successor Trustee, so ~~requested in writing (which writing need not~~ that there shall at all times be ~~accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in~~ a ~~Place of Payment designated by the Company~~ U.S. Trustee and a Canadian Trustee with respect to ~~such~~ each series of ~~Securities~~Securities hereunder; provided, however, that if a Canadian Trustee under the Indenture is no longer required under applicable law, or the Issuer obtains an exemption from such requirements for purposes of the Indenture, then the Issuer may remove the Canadian Trustee with 30 days’ written notice, pursuant to Section 608. SECTION 613 Joint Trustees. The rights, powers, duties and obligations conferred and imposed upon the Trustees are conferred and imposed upon and shall be exercised and performed by the U.S. Trustee and the Canadian Trustee individually, except to the extent the Trustees are required under applicable law to perform such acts jointly, and neither Trustee shall be liable or responsible for the acts or omissions of the other Trustee.

Appears in 1 contract

Samples: Indenture (Granite Reit Inc.)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series issued upon ~~original issue,~~ exchange, registration of ~~transfer~~transfer or partial redemption thereof and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent or Agent will serve, ~~partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306~~106, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be reasonably acceptable to the Company and, except as may otherwise be provided ~~in or~~ pursuant to ~~this Indenture~~Section 301, shall at all times be a ~~Corporation that would be permitted by~~ bank or trust company or corporation organized and doing business and in good standing under the ~~Trust Indenture Act~~ laws of the United States of America or of any State or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of not less than $50,000,000 and subject to supervision or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements of the ~~Trust Indenture Act)~~ aforesaid supervising or examining authority, then for the purposes of ~~at least $50,000,000~~this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or ~~any~~ further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may ~~resign~~ at any time resign by giving written notice ~~thereof~~ of resignation to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice ~~thereof~~ of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent ~~shall serve, as their names and addresses appear~~ will serve in the ~~Security Register~~manner set forth in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent~~Agent herein. 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 including reimbursement of its reasonable expenses for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s 's certificate of authentication, an alternate certificate of authentication substantially in ~~substantially~~ 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]~~JPMORGAN CHASE BANK, as Trustee By: __________________________ as Authenticating Agent By: __________________________ as Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of SecuritiesSECTION 612 Conflicting Interests.

Appears in 1 contract

Samples: Indenture (SPX Corp)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more~~ Authenticating Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent shall serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States, any state thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment ~~in the manner provided in Section 106~~ to all Holders of ~~Registered Securities, if any,~~ Securities of the series with respect to which such Authenticating Agent shall serve, ~~as their names and addresses appear~~ in the ~~Security Register~~manner provided for in Section 106. Any successor Authenticating ~~Agent,~~ Agent upon acceptance of its appointment ~~hereunder,~~ hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an ~~Authenticating Agent is appointed~~ appointment with respect to one or more series ~~of Securities~~ is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to ~~or in lieu of~~ the Trustee’s 's certificate of authentication, an alternate certificate of authentication substantially in ~~substantially~~ the following form: Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ~~[NAME OF AUTHENTICATING AGENT]~~________________________________________, as Trustee By ______________________________________ as Authenticating Agent ~~By:~~ By ______________________________________ Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.Officer ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appears in 1 contract

Samples: Indenture (Imax Corp)

SECTION 611 Appointment of Authenticating Agent. The Trustee may appoint one or more Authenticating Agents acceptable to the ~~Company~~ Issuer with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial ~~redemption,~~ redemption or partial ~~repayment, partial conversion or exchange for Common Equity or other securities or property,~~ repayment or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, 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~~ Issuer and, except as provided in or pursuant to this Indenture, shall at all times be a ~~Corporation~~ corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, provided such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and 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 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 may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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 each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appears in 1 contract

Samples: Indenture (Reckson Services Industries Inc)

SECTION 611 Appointment of Authenticating Agent. ~~The~~ At any time when any of the Securities remain Outstanding, the Trustee may appoint ~~one~~ an Authenticating Agent or ~~more Authenticating~~ Agents ~~acceptable to the Company~~ with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of ~~that or those~~ such series ~~issued upon original issue~~and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, ~~exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange~~ in the manner provided for ~~Common Equity or other securities or property, or pursuant to~~ in Section ~~306, and~~ 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, 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, except as provided in or pursuant to this Indenture,~~ and shall at all times be a ~~Corporation that would be permitted by~~ corporation organized and doing business under the ~~Trust Indenture Act~~ laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as ~~trustee under an indenture qualified under the Trust Indenture Act~~Authenticating Agent, ~~is authorized under applicable law and by its charter to act as an Authenticating Agent and has~~ having a combined capital and surplus ~~(computed in accordance with Section 310(a)(2)~~ of ~~the Trust Indenture Act)~~ not less than $50 million and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least ~~$50,000,000~~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 corporation 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, it shall resign immediately in the manner and with the effect specified in this Section. Any ~~Corporation~~ corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any ~~Corporation~~ corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any ~~Corporation~~ corporation succeeding to ~~all or substantially all of~~ the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be ~~the successor of such~~ an Authenticating ~~Agent hereunder~~Agent, provided such ~~Corporation~~ corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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 each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.successor

Appears in 1 contract

Samples: Indenture (Dvi Inc)

SECTION 611 Appointment of Authenticating Agent. The Trustee may appoint one or more Authenticating Agents acceptable to the ~~Company~~ Operating Partnership with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange for Common Equity or other securities or property, or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, 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~~ Operating Partnership and, except as provided in or pursuant to this Indenture, shall at all times be a Corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, provided such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving 30 days’ written notice thereof to the Trustee and the ~~Company~~Operating Partnership. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the ~~Company~~Operating Partnership. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the ~~Company~~ Operating Partnership and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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~~ Operating Partnership agrees to pay each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially 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], as Authenticating Agent By: Authorized Signatory Dated: If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the ~~Company~~ Operating Partnership wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the ~~Company~~ Operating Partnership with respect to such series of Securities.

Appears in 1 contract

Samples: Indenture (American Homes 4 Rent, L.P.)

Common use of SECTION 611 Appointment of Authenticating Agent Clause in Contracts