Maintenance of Office or Agency. If the Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, that, if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, and the Company hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 6 contracts

Samples: Suncor Energy Inc, Suncor Energy Inc, Indenture (Hub International LTD)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as ~~applicable~~ applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If any Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the Company in respect of the Securities of that series and related coupons and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph below (and not otherwise) ), (B) if Bearer Securities are issued, subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, ~~that,~~ that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United ~~States~~ States, an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible ~~and~~ or exchangeable may be surrendered for conversion or exchange, as ~~applicable~~ applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and related coupons and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment only outside the United States, at the offices specified in the Security, ~~in London,~~ and the Company hereby appoints the ~~same~~ Trustee as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Trustee in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, ~~that~~that notwithstanding anything to the contrary contained herein, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the ~~Company's~~ Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, subject to the immediately preceding paragraph, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the ~~Company~~ Company, in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent. The Trustee shall have no liability or responsibility for the action or inaction of any Paying Agent or Exchange Rate Agent (provided neither is the Trustee).

Appears in 6 contracts

Samples: Indenture (Boingo Wireless Inc), Indenture (Medicinova Inc), Indenture (pdvWireless, Inc.)

Maintenance of Office or Agency. If the Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, that, if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, and the Company hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the ~~Company~~ Trustee in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 6 contracts

Samples: Indenture (Boston Scientific Corp), Indenture (BSC Capital Trust Iii), Indenture (Boston Scientific Corp)

Maintenance of Office or Agency. If the Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the ~~following~~ second succeeding paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United ~~States~~States and Canada, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, that, if the Securities of that series are listed on any stock exchange located outside the United States and Canada and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States and Canada so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States and Canada an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, ~~in London,~~ and the Company hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or Canada or by check mailed to any address in the United States or Canada or by transfer to an account maintained with a bank located in the United ~~States~~States or Canada; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's ’s Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the ~~Company in the Borough of Manhattan, The City of New York~~Trustee in, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent ~~in such city~~ and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 6 contracts

Samples: Indenture (B2gold Corp), Indenture (Field Trip Health Ltd.), Indenture (Osisko Gold Royalties LTD)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1012) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1012) or conversion at the offices specified in the Security, in London, England, and the Company hereby ~~appoints~~ appoint the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoint the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1012) shall be made at the office of the Company's ’s Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, or ~~interest~~Make-Whole Amount, interest or Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 5 contracts

Samples: Carramerica Realty Corp, Carramerica Realty Corp, Carramerica Realty Corp

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1012) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1012) or conversion at the offices specified in the Security, in London, England, and the Company hereby ~~appoints~~ appoint the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoint the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1012) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, or ~~interest~~Make-Whole Amount, interest or Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 5 contracts

Samples: Indenture (Carramerica Realty L P), Indenture (Carramerica Realty Corp), Carramerica Realty Corp

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or exchange, ~~where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1007) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1007) or conversion at the offices specified in the ~~Security,~~ Security in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1007) shall be made at the office of the Company's Paying Agent in ~~The~~ the City of ~~New York~~Boston, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the ~~Borough of Manhattan, The~~ City of ~~New York~~Boston, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~302, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a Foreign Currency ~~other than Dollars,~~ or so long as it is required under any other provision of ~~the~~ this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 5 contracts

Samples: Hospitality Properties Trust, Hospitality Properties Trust, Hospitality Properties Trust

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the ~~Company will~~ Partnership or the Guarantor (if any Guaranteed Securities are outstanding) shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Partnership or the Guarantor (if any Guaranteed Securities are outstanding) in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the ~~Company~~ Partnership or the Guarantor (if any Guaranteed Securities are outstanding) will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or upon the ~~Company~~ Partnership or the Guarantor (if any Guaranteed Securities are outstanding) in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, ~~that,~~ that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the ~~Company~~ Partnership or the Guarantor (if any Guaranteed Securities are outstanding) will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Partnership or the Guarantor (if any Guaranteed Securities are outstanding) in respect of the Securities of that series and this Indenture may be served. The ~~Company~~ Partnership or the Guarantor (if any Guaranteed Securities are outstanding) will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the ~~Company~~ Partnership or the Guarantor (if any Guaranteed Securities are outstanding) shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, England, and the ~~Company~~ Partnership and the Guarantor each hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Partnership and the Guarantor each hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or Make-Whole Amount or interest on Bearer Securities shall be made at any office or agency of the ~~Company~~ Partnership in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium or Make-Whole Amount and ~~interest, if any,~~ interest on any Bearer Security shall be made at the office of the ~~Company~~Partnership's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or Make-Whole Amount, or interest, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the ~~Company~~ Partnership in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The ~~Company~~ Partnership or the Guarantor (if any Guaranteed Securities are outstanding) may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the ~~Company~~ Partnership of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The ~~Company~~ Partnership or the Guarantor (if any Guaranteed Securities are outstanding) will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the ~~Company~~ Partnership and the Guarantor hereby designates as a Place of Payment for each series of Securities the office or agency of the ~~Company~~ Partnership in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the ~~Company~~ Partnership will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 4 contracts

Samples: Indenture (Brandywine Operating Partnership Lp /Pa), Indenture (Brandywine Operating Partnership Lp /Pa), Indenture (Brandywine Operating Partnership Lp /Pa)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series ~~that are convertible or exchangeable~~ may be ~~surrendered for conversion~~ converted or ~~exchange~~exchanged in accordance with Article Sixteen, ~~as applicable~~ and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in the City of Chattanooga, Tennessee or in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for ~~registration of transfer, where Securities of that series may be surrendered for~~ exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1011) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange, The International Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg, London or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a each Place of Payment for that series located outside the United States an office or agency where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1011) at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, ~~premium~~ premium, Make-Whole Amount or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts or Make-Whole Amount payable on Securities of such series pursuant to Section 1011) shall be made at the office of the Company's Paying Agent in the City of Chattanooga, Tennessee or the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest, Additional Amounts or ~~interest~~Make-Whole Amount, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series and related coupons, if any, may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 4 contracts

Samples: Reconciliation And (Provident Companies Inc /De/), Reconciliation And (Provident Companies Inc /De/), Provident Companies Inc /De/

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as ~~applicable~~ applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; ~~provided~~PROVIDED, ~~however~~HOWEVER, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible ~~and~~ or exchangeable may be surrendered for conversion or exchange, as ~~applicable~~ applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; ~~provided~~PROVIDED, ~~however~~HOWEVER, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a ~~Currency~~ currency other than Dollars or (ii) may be payable in a ~~Currency~~ currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 4 contracts

Samples: Indenture (Deere & Co), Indenture (Deere & Co), Indenture (Deere John Capital Corp)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1012) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1012) or conversion at the offices specified in the Security, in London, England, and the Company hereby ~~appoints~~ appoint the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoint the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1012) shall be made at the office of the Company's ’s Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, or ~~interest~~Make-Whole Amount, interest or Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee ~~at its Corporate Trust Office~~ as Paying Agent at its office in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 4 contracts

Samples: Indenture (Capitalsource Holdings LLC), Indenture (Capitalsource Inc), Indenture (Capitalsource Holdings LLC)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; ~~provided~~PROVIDED, ~~however~~HOWEVER, ~~that,~~ that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or Make-Whole Amount or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; ~~provided~~PROVIDED, ~~however~~HOWEVER, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium or Make-Whole Amount and ~~interest, if any,~~ interest on any Bearer Security shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or Make-Whole Amount, or interest, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 4 contracts

Samples: Wyman Gordon Co, Bay Apartment Communities Inc, Trinet Corporate Realty Trust Inc

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; ~~provided~~PROVIDED, ~~however~~HOWEVER, ~~that,~~ that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment or conversion at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or Make-Whole Amount or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; ~~provided~~PROVIDED, ~~however~~HOWEVER, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium or Make-Whole Amount and ~~interest, if any,~~ interest on any Bearer Security shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or Make-Whole Amount, or interest, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 4 contracts

Samples: Western Investment Real Estate Trust, Trinet Corporate Realty Trust Inc, Wyman Gordon Co

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A1) in ~~The~~ the Borough of Manhattan, the City of New York, an office or agency where any ~~Registered~~ Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B2) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1010) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C3) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1010) or conversion at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1010) shall be made at the office of the Company's Paying Agent in ~~The~~ the Borough of Manhattan, the City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, ~~The~~ the City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i1) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii2) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of ~~the~~ this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 4 contracts

Samples: Shurgard Storage Centers Inc, Shurgard Storage Centers Inc, Shurgard Storage Centers Inc

Maintenance of Office or Agency. (a) If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as both Registered or Bearer Securities or only as Bearer Securities, the Company will maintain (Ai) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related ~~coupons~~ Coupons may be presented or surrendered for payment in the circumstances described in the ~~following~~ proviso contained in the last sentence of this paragraph (a) of Section 11.02 (and not otherwise) ), (Bii) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related ~~coupons~~ Coupons may be presented and surrendered for ~~payment~~payment (including payment of any additional amounts payable on Securities of that series pursuant to Section 11.05); provided, however, ~~that,~~ that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, so long as the Securities of that series are listed on such exchange, and (Ciii) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United ~~States~~ States, an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee and the Holders of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related ~~coupons~~ Coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 11.05) at the ~~offices specified in~~ London office of the ~~Security, in London~~Trustee (or an agent with a London office appointed by the Trustee and acceptable to the Company), and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are denominated and payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any additional amounts payable on Securities of such series pursuant to Section 11.05) shall be made at the office of the Company's ’s Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~additional amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 4 contracts

Samples: Indenture (International Business Machines Corp), Indenture (Ibm International Group Capital LLC), Indenture (International Business Machines Corp)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the ~~Company will~~ Issuer shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the ~~Company~~ Issuer will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1112) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the ~~Company~~ Issuer will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. The ~~Company~~ Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the ~~Company~~ Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1112) or conversion at the offices specified in the Security, in London, England, and the ~~Company~~ Issuer hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Issuer hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the ~~Company~~ Issuer in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1112) shall be made at the office of the ~~Company's~~ Issuer’s Paying ~~Agent in The City of New York~~Agent, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the ~~Company~~ Issuer in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The ~~Company~~ Issuer may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the ~~Company~~ Issuer of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The ~~Company~~ Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the ~~Company~~ Issuer hereby designates as a Place of Payment for each series of Securities the office or agency of the ~~Company in the Borough of Manhattan, The City of New York~~Issuer, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent ~~in such city~~ and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the ~~Company~~ Issuer will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 3 contracts

Samples: Eighth Supplemental Indenture (Kimco Realty Corp), Eighth Supplemental Indenture (Kimco Realty OP, LLC), Kimco Realty OP, LLC

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any additional amounts payable on Securities of that series pursuant to Section 10.4); ~~provided~~PROVIDED, ~~however~~HOWEVER, ~~that,~~ that if the Securities of that series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable ~~thereto,~~ thereto in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt ~~written~~ notice to the Trustee and to the Holders as provided in Sections 1.3 and 1.6, respectively, of the ~~location,~~ location and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 10.4) at any Paying Agent for such series located outside the ~~offices specified in the Security, in London~~United States, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an any account maintained with a bank located in the United States; ~~provided~~PROVIDED, ~~however~~HOWEVER, ~~that,~~ that if the Securities of a series are denominated and payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any additional amounts payable on Securities of such series pursuant to Section 10.4) shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~additional amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee and the Holders of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 3 contracts

Samples: Indenture (International Paper Co /New/), International Paper Capital Trust Iii, International Paper Capital Trust Iii

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the ~~Company will~~ Issuer shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the ~~Company~~ Issuer will ~~maintain~~ maintain: (A) in ~~The City~~ the Borough of Manhattan, New ~~York~~York City, an office or agency where any ~~Registered~~ Securities of that series may be presented or surrendered for payment, where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment;~~ payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1012), provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the ~~Company~~ Issuer will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such ~~exchange,~~ exchange and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. The ~~Company~~ Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the ~~Company~~ Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1012) at the offices specified in the ~~Security,~~ Security in London, England, and the ~~Company~~ Issuer hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Issuer hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the ~~Company~~ Issuer in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if ~~the~~ amounts owing with respect to any Bearer Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1012) shall be made at the office of the ~~Company~~designated agent of the Issuer's Paying Agent in ~~The City~~ the Borough of Manhattan, New ~~York~~York City, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the ~~Company~~ Issuer in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The ~~Company~~ Issuer may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such ~~designation~~ designations or rescission shall in any manner relieve the ~~Company~~ Issuer of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The ~~Company~~ Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the ~~Company~~ Issuer hereby designates as a Place of Payment for each series of Securities the office or agency of the ~~Company~~ Issuer in the Borough of Manhattan, ~~The City of~~ New ~~York~~York City, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the ~~Company~~ Issuer will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 3 contracts

Samples: Indenture (Evans Withycombe Residential Lp), Indenture (Evans Withycombe Residential Lp), Evans Withycombe Residential Lp

Maintenance of Office or Agency. If ~~the~~ Debt Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Debt Securities of that series may be presented or surrendered for payment, where Debt Securities of that series may be surrendered for registration of transfer or exchange, where Debt Securities of that series that are convertible ~~or exchangeable~~ may be surrendered for ~~conversion or exchange~~conversion, ~~as applicable~~ if applicable, and where notices and demands to or upon the Company in respect of the Debt Securities of that series and this Indenture may be served. If Debt Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in ~~The~~ the Borough of Manhattan, the City and State of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Debt Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible~~ exchange or ~~exchangeable may be surrendered for conversion or exchange, as applicable~~redemption, where notices and demands to or upon the Company in respect of the Debt Securities of that series and this Indenture may be served and where Bearer Securities of that series and related ~~coupons~~ Coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Debt Securities of that series and related ~~coupons~~ Coupons may be presented and surrendered for ~~payment; provided, however, that~~payment (including payment of any additional amounts payable on Debt Securities of that series, if so PROVIDED pursuant to Section 3.01); PROVIDED, HOWEVER, that if the Debt Securities of that series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Debt Securities of that series in London, Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Debt Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Debt Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion~~ exchange or ~~exchange, as applicable~~ redemption and where notices and demands to or upon the Company in respect of the Debt Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the ~~Trustee, except that Bearer Securities~~ Trustee (in the case of ~~any series~~ Registered Securities) and ~~the related coupons may be presented and surrendered for payment~~ at the ~~offices specified~~ principal London office of the Trustee (in the ~~Security, in London~~case of Bearer Securities), and the Company hereby appoints the ~~same~~ Trustee as its ~~agents~~ agent to receive ~~such respective~~ all presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; ~~provided~~PROVIDED, ~~however~~HOWEVER, that, if the Debt Securities of a series are denominated and payable in Dollars, payment of principal of and any premium and interest on Debt Securities (~~and premium~~including any additional amounts payable on Securities of such series, if ~~any~~so PROVIDED pursuant to Section 3.01) ~~and interest, if any, on any Bearer Security~~ shall be made at the office of the Company's Paying Agent in ~~The~~ the Borough of Manhattan, the City and State of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~additional amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate ~~one~~ different or ~~more other~~ additional offices or agencies ~~where the Securities of one or more series may~~ to be ~~presented or surrendered~~ maintained for ~~any or all~~ such purposes (in or outside of such Place of Payment), and may from time to time rescind any such ~~designation~~designations; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its ~~obligation to maintain an office or agency~~ obligations described in ~~accordance with~~ the ~~requirements set forth above for Securities of any series for such purposes~~preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and of any change in the location of any such ~~other~~ different or additional office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 3 contracts

Samples: Indenture (Hilton Hotels Corp), Indenture (Hilton Hotels Corp), Hilton Hotels Corp

Maintenance of Office or Agency. If the Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; ~~provided~~PROVIDED, ~~however~~HOWEVER, that, if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, and the Company hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; ~~provided~~PROVIDED, ~~however~~HOWEVER, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 3 contracts

Samples: CSC Parent Corp, Cablevision Systems Corp, Cablevision Systems Corp

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of ~~transfer or~~ transfer, exchange, ~~where Securities of that series that are convertible~~ or ~~exchangeable may be surrendered for~~ conversion ~~or exchange, as applicable~~ and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for~~ conversion or exchange~~, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any additional amounts payable on Securities of that series pursuant to Section 10.4); provided, however, ~~that,~~ that if the Securities of that series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series ~~are~~ ae listed on such exchange, and (C) subject to any laws or regulations applicable ~~thereto,~~ thereto in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for~~ conversion or ~~exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt ~~written~~ notice to the Trustee and to the Holders as provided in Sections 1.5 and 1.6, respectively, of the ~~location,~~ location and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 10.4) at the ~~offices specified in~~ office of the ~~Security, in London~~Trustee for such series located outside the United States, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an any account maintained with a bank located in the United States; provided, however, ~~that,~~ that if the Securities of a series are denominated and payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any additional amounts payable on Securities of such series pursuant to Section 10.4) shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~additional amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee and the Holders of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 3 contracts

Samples: United States Surgical Corp, United States Surgical Corp, United States Surgical Corp

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1011) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1011) or conversion at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoint the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1011) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or ~~interest~~Make-Whole Amount, interest or Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 3 contracts

Samples: Liberty Property Limited Partnership, Liberty Property Limited Partnership, Liberty Property Limited Partnership

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A1) in ~~The~~ the Borough of Manhattan, the City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B2) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 10.10) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C3) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 10.10) or conversion at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.1, no payment of principal, premium or Make-Whole Amount, if any, or interest on or Additional Amounts, if any, in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any) and interest~~any premium or Make-Whole Amount, if any, and interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 10.10) shall be made at the office of the Company's Paying Agent in ~~The~~ the Borough of Manhattan, the City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or ~~interest~~Make-Whole Amount, if any, interest or Additional Amounts, if any, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section ~~301~~ 3.1 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, ~~The~~ the City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.1, if and so long as the Securities of any series (i1) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii2) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of ~~the~~ this Indenture, then the Company will maintain with respect to each ~~such~~ series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 3 contracts

Samples: National Retail Properties, Inc., Commercial Net Lease Realty Inc, Commercial Net Lease Realty Inc

Maintenance of Office or Agency. If the Securities of a series are issuable only as Registered Securities, the ~~Company~~ Issuer will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. If Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, if Securities of a series are issuable as Bearer Securities or as either Bearer Securities or Registered Securities, the ~~Company~~ Issuer will maintain (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, that, if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the ~~Company~~ Issuer will maintain a Paying Agent for the Securities of that series in any required city located outside the United States so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. The ~~Company~~ Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the ~~Company~~ Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, ~~in London,~~ and the ~~Company~~ Issuer hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the ~~Company~~ Issuer in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the ~~Company's~~ Issuer’s Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the ~~Company~~ Issuer in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The ~~Company~~ Issuer may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the ~~Company~~ Issuer of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The ~~Company~~ Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the ~~Company~~ Issuer hereby designates as a Place of Payment for each series of Securities the office or agency of the ~~Company~~ Issuer in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the ~~Company~~ Issuer will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 3 contracts

Samples: Indenture (Brookfield Canada Office Properties), Indenture (Brookfield Office Properties Canada), Indenture (Brookfield Canada Office Properties)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as both Registered or Bearer Securities or only as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related ~~coupons~~ Coupons may be presented or surrendered for payment in the circumstances described in the ~~following~~ proviso contained in the last sentence of this first paragraph of Section 1102 (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related ~~coupons~~ Coupons may be presented and surrendered for ~~payment~~payment (including payment of any additional amounts payable on Securities of that series pursuant to Section 1108); provided, however, ~~that,~~ that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United ~~States~~ States, an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee and the Holders of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the ~~Corporate Trust Office~~ office or agency of the ~~Trustee~~Company in the Borough of Manhattan, The City of New York, except that Bearer Securities of ~~any~~ that series and the related ~~coupons~~ Coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 1108) at the ~~offices specified in~~ London office of the ~~Security, in London~~Trustee (or an agent with a London office appointed by the Trustee and acceptable to the Company), and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are denominated and payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any additional amounts payable on Securities of such series pursuant to Section 1108) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~additional amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee and the Holders of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Indenture (Polaroid Corp), Polaroid Corp

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the ~~Company will~~ Issuer shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the ~~Company~~ Issuer will ~~maintain~~ maintain: (Ai) in ~~The City~~ the Borough of Manhattan, New ~~York~~York City, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (Bii) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1008); provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the ~~Company~~ Issuer will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (Ciii) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. The ~~Company~~ Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the ~~Company~~ Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1008) at the offices specified in the Security, in London, England, and the ~~Company~~ Issuer hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Issuer hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the ~~Company~~ Issuer in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1008) shall be made at the office of the ~~Company~~designated agent of the Issuer's Paying Agent in ~~The City~~ the Borough of Manhattan, New ~~York~~York City, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the ~~Company~~ Issuer in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The ~~Company~~ Issuer may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the ~~Company~~ Issuer of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The ~~Company~~ Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the ~~Company~~ Issuer hereby designates as a Place of Payment for each series of Securities the office or agency of the ~~Company~~ Issuer in the Borough of Manhattan, ~~The City of~~ New ~~York~~York City, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the ~~Company~~ Issuer will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Indenture (Chateau Communities Inc), Chateau Communities Inc

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for ~~any~~ such series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or, if applicable, conversion or exchange for other securities or property, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A1) in The City of New York, an office or agency where any ~~Registered~~ Securities of that series may be presented or surrendered for ~~payment~~payment or, if applicable, conversion or exchange for other securities or property, where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or, if applicable, conversion or exchange for other securities or property in the circumstances described in the following paragraph (and not otherwise) ); (B2) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1009) or, if applicable, conversion or exchange for other securities or property; provided, however, ~~that,~~ that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C3) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1009) or, if applicable, conversion or exchange for other securities or property at the offices specified for the purpose with respect to such Securities as provided in ~~the Security, in London,~~ or pursuant to this Indenture (and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands), and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1009) shall be made at the office of the Company's ’s Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the ~~office or agency of the Company in the Borough of Manhattan, The City of New York~~Corporate Trust Office, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent ~~in such city~~ and as its agent to receive all such presentations, surrenders, notices and demands; provided that if the Securities of any series are issued in the form of one or more permanent Global Securities and such Global Securities are to be exchanged for Securities in physical, certificated form as contemplated by Section 305 or otherwise, then, unless The City of New York is a Place of Payment for the Securities of such series, the Company shall promptly designate an office or agency in The City of New York where Securities of such series may be presented or surrendered for payment or conversion or exchange for other securities or properties, where Securities of such series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i1) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii2) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of ~~the~~ this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Kilroy Realty, L.P., Kilroy Realty, L.P.

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (Aa) in ~~The~~ the Borough of Manhattan, the City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, ~~where Securities of that series that are convertible~~ purchase or ~~exchangeable may be surrendered for conversion or exchange, as applicable,~~ redemption and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (Bb) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment; provided, however, that, if the~~ payment (including payment of any additional amounts payable on Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States so long as the Securities of that series are listed on such exchangepursuant to Section 4.6), and (Cc) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The office of the Trustee at , New York, New York , Attention: shall be such office or agency for all of the aforesaid purposes unless the Company ~~will~~ shall maintain some other office or agency for such purposes and shall give prompt written notice to the Trustee of the location, and any change in the location, of such other office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the ~~Corporate Trust Office~~ address of the ~~Trustee~~Trustee set forth in Section 14.2, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 4.6) at the ~~offices~~ place specified in for that purpose as contemplated by Section 2.3(a) or, if no such place is specified, at the ~~Security,~~ main office of the Trustee in London, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of ~~principal, premium~~ Principal or interest on Bearer Securities shall be made at any office or agency of the Company in the United ~~States or~~ States, by check mailed to any address in the United ~~States or~~ States, by transfer to an account ~~maintained with a bank~~ located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; ~~provided~~PROVIDED, ~~however~~HOWEVER, that, if the Securities of a series are denominated and payable in Dollars, payment of ~~principal~~ Principal of (and ~~premium, if any) and interest, if any,~~ any interest on any such Bearer Security (including any additional amounts payable on Securities of such series pursuant to Section 4.6) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such ~~principal~~Principal, ~~premium~~ interest or ~~interest~~additional amounts, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Indenture (Dc Holdco Inc), Indenture (Dc Holdco Inc)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are ~~issuable only~~ issued as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series ~~that are convertible or exchangeable~~ may be ~~surrendered for conversion~~ converted or ~~exchange~~exchanged in accordance with Article Sixteen, ~~as applicable~~ and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are ~~issuable~~ issued as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for ~~registration of transfer, where Securities of that series may be surrendered for~~ exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1005) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange, The International Stock Exchange of the United Kingdom or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg, London or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a each Place of Payment for that series located outside the United States an office or agency where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1005) at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, ~~premium~~ premium, Make-Whole Amount or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts or Make-Whole Amount payable on Securities of such series pursuant to Section 1005) shall be made at the office of the Company's ’s Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest, Additional Amounts or ~~interest~~Make-Whole Amount, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series and related coupons, if any, may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Junior Subordinated Indenture (Delphi Financial Group Inc/De), Junior Subordinated Indenture (Delphi Financial Group Inc/De)

Maintenance of Office or Agency. If ~~the~~ Securities of a series ------------------------------- are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of ~~that~~ such series may be presented or surrendered for payment, where Securities of ~~that~~ such series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or ~~upon~~ on the Company in respect of the Securities of ~~that~~ such series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company ~~will maintain~~ shall maintain: (Ai) in ~~The City~~ the city of ~~New York~~[BOSTON, MASSACHUSETTS], an office or agency where any Registered Securities of ~~that~~ such series may be presented or surrendered for payment, where any Registered Securities of ~~that series may be surrendered for registration of transfer, where Securities of that~~ such series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or ~~upon~~ on the Company in respect of the Securities of ~~that~~ such series and this Indenture may be served and where Bearer Securities of ~~that~~ such series and ~~related~~ any coupons appertaining thereto may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (Bii) subject to any laws or regulations applicable thereto, in a Place of Payment for ~~that~~ such series which is located outside the United States, an office or agency where Securities of ~~that~~ such series and ~~related~~ any coupons appertaining thereto may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of such series pursuant to Section 1010); provided, however, ~~that,~~ that if the Securities of ~~that~~ such series are -------- ------- listed on the Luxembourg Stock Exchange, The International Stock Exchange or any other stock exchange located outside the United States and such stock exchange ~~shall~~ so ~~require~~requires, the Company ~~will~~ shall maintain a Paying Agent for the Securities of ~~that~~ such series in Luxembourg, London or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of ~~that~~ such series are listed on such exchange, ; and (Ciii) subject to any laws or regulations applicable thereto, in a Place of Payment for ~~that~~ such series located outside the United States an office or agency where any ~~Registered~~ Securities of ~~that~~ such series may be surrendered for registration of transfer, where Securities of ~~that~~ such series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or ~~upon~~ on the Company in respect of the Securities of ~~that~~ such series and this Indenture may be served. The Company ~~will~~ shall give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company ~~shall fail~~ fails to maintain any such required office or agency or ~~shall fail~~ fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ such series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of such series pursuant to Section 1010) at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive all such ~~respective~~ presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of ~~principal,~~ the principal of (or premium or Make-Whole Amount, if any, on) or interest or Additional Amounts, if any, on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if -------- ------- the Securities of a series are payable in Dollars, payment of the principal of (and ~~premium~~premium and Make-Whole Amount, if any, on) and ~~interest,~~ interest and Additional Amounts; if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in ~~The City~~ the city of ~~New York~~Boston, Massachusetts if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, Make-Whole Amount, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series and any coupons appertaining thereto may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such -------- ------- designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company ~~will~~ shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section ~~301 with respect to a series of Securities~~301, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the ~~Borough~~ city of ~~Manhattan~~Boston, ~~The City of New York~~Massachusetts, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company ~~will~~ shall maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Security Capital Group Inc/, Security Capital Group Inc/

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of or that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1012) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock ~~exchange~~ exchanges shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, and the Company hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.laws

Appears in 2 contracts

Samples: Indenture (Sun Communities Operating Limited Partnership), Indenture (Frontier Corp /Ny/)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered ~~Securities,~~ Securities the Company will maintain in each Place of Payment for ~~any~~ that series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, an office or agency where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in with respect of to the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) ~~in The City of New York,~~ an office or agency in a Place of Payment for that series in the United States where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, ~~that,~~ that if the Securities of that series are listed on the Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee for the Securities of that series of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee for the Securities of that series with the address thereof, such ~~presentations~~presentations (to the extent permitted by law), ~~surrenders,~~ and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of ~~the~~ such Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, ~~in London,~~ and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of ~~principal~~principal (and premium, ~~premium~~ if any) or ~~interest~~ interest, if any, on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States~~; provided, however, that, if~~ . Payments will not be made in respect of Bearer Securities or coupons appertaining thereto pursuant to presentation to the ~~Securities of a series are payable in Dollars~~Company or its designated Paying Agents within the United States. Notwithstanding the foregoing, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security ~~shall~~ denominated and payable in Dollars will be made at the office of the Company's Paying Agent in ~~The City of New York~~the United States, ~~if (but~~ if, and only if) , payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ that purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar ~~restrictions~~restrictions and the Company has delivered to the Trustee an Opinion of Counsel to that effect. The Company may also from time to time designate one or more other offices or agencies (in or outside the Place of Payment) where the Securities of one or more series may be presented or surrendered for any or all ~~such~~ of the purposes specified above in this Section and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in ~~accordance with the requirements set forth above for Securities~~ each Place of ~~any series~~ Payment for such ~~purposes~~purpose. The Company will give prompt written notice to the Trustee for the Securities of each series so affected of any such designation or rescission and of any change in the location of any such ~~other~~ office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if If and so long as the Securities of any series (i) are denominated in a ~~Currency~~ currency other than Dollars or (ii) may be payable in a ~~Currency~~ currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, ~~at least one Exchange Rate~~ a Currency Determination Agent.

Appears in 2 contracts

Samples: Philip Morris Companies Inc, Philip Morris Companies Inc

Maintenance of Office or Agency. If ~~the~~ Securities of a series ------------------------------- are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of ~~that~~ such series may be presented or surrendered for payment, where Securities of ~~that~~ such series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or ~~upon~~ on the Company in respect of the Securities of ~~that~~ such series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company ~~will maintain~~ shall maintain: (Ai) in ~~The City~~ the city of ~~New York~~Boston, Massachusetts, an office or agency where any Registered Securities of ~~that~~ such series may be presented or surrendered for payment, where any Registered Securities of ~~that series may be surrendered for registration of transfer, where Securities of that~~ such series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or ~~upon~~ on the Company in respect of the Securities of ~~that~~ such series and this Indenture may be served and where Bearer Securities of ~~that~~ such series and ~~related~~ any coupons appertaining thereto may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (Bii) subject to any laws or regulations applicable thereto, in a Place of Payment for ~~that~~ such series which is located outside the United States, an office or agency where Securities of ~~that~~ such series and ~~related~~ any coupons appertaining thereto may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of such series pursuant to Section 1010); provided, however, ~~that,~~ that -------- ------- if the Securities of ~~that~~ such series are listed on the Luxembourg Stock Exchange, the International Stock Exchange or any other stock exchange located outside the United States and such stock exchange ~~shall~~ so ~~require~~requires, the Company ~~will~~ shall maintain a Paying Agent for the Securities of ~~that~~ such series in Luxembourg, London, England or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of ~~that~~ such series are listed on such exchange, ; and (Ciii) subject to any laws or regulations applicable thereto, in a Place of Payment for ~~that~~ such series located outside the United States an office or agency where any ~~Registered~~ Securities of ~~that~~ such series may be surrendered for registration of transfer, where Securities of ~~that~~ such series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or ~~upon~~ on the Company in respect of the Securities of ~~that~~ such series and this Indenture may be served. The Company ~~will~~ shall give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company ~~shall fail~~ fails to maintain any such required office or agency or ~~shall fail~~ fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ such series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of such series pursuant to Section 1010) at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive all such ~~respective~~ presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of ~~principal,~~ the principal of (or premium or Make-Whole Amount, if any, on) or interest or Additional Amounts, if any, on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if -------- ------- the Securities of a series are payable in Dollars, payment of the principal of (and ~~premium~~premium and Make-Whole Amount, if any, on) and ~~interest~~interest and Additional Amounts, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in ~~The City~~ the city of ~~New York~~Boston, Massachusetts, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, Make-Whole Amount, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series and any coupons appertaining thereto may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such -------- ------- designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company ~~will~~ shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section ~~301 with respect to a series of Securities~~301, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the ~~Borough~~ city of ~~Manhattan~~Boston, ~~The City of New York~~Massachusetts, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. This Indenture shall be available for inspection by a Holder at the offices of the Company or at the Corporate Trust Office of the Trustee and through the office of an affiliate of the Trustee in the Grand Duchy of Luxembourg and, upon the request of a Holder, a copy of the Indenture will be promptly transmitted to the requesting Holder, at the expense of the Company. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company ~~will~~ shall maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Security Capital U S Realty, Security Capital U S Realty

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible ~~or exchangeable~~ may be surrendered for ~~conversion or exchange~~conversion, ~~as applicable~~ and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible ~~or exchangeable~~ may be surrendered for ~~conversion or exchange, as applicable~~conversion, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, ~~that,~~ that if the Securities of that series are listed on the Bourse de Luxembourg or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United ~~States~~ States, an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible ~~and~~ or exchangeable may be surrendered for conversion or exchange, as ~~applicable~~ applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the ~~Trustee~~ Trustee, and prompt notice to the Holders of Securities of such series as provided in Section 1.07, of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities, or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment at any Place of Payment for such series located outside the ~~offices specified in the Security, in London~~United States, and the Company hereby appoints the ~~same as~~ Trustee its ~~agents~~ agent to receive all such ~~respective~~ presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.01, no payment of principal, ~~premium~~ premium, if any, or ~~interest~~ interest, if any, on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal ~~of (and~~ of, premium, if any) , and interest, if any, on on, any Bearer Security shall be made at the office of the Company's ’s Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies (in or outside any Place of Payment) where the Securities of one or more series and any related coupons may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified ~~with respect~~ pursuant to ~~any Securities as contemplated by~~ Section ~~301~~ 3.01 with respect to a series of Securities, the Company hereby designates as ~~a Place~~ Places of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.01, if and so long as the Securities of any series (i) are denominated in a ~~Currency~~ currency other than Dollars or (ii) may be payable in a ~~Currency~~ currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Indenture (Sea Containers LTD /Ny/), Sea Containers LTD /Ny/

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for ~~any~~ such series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A1) in ~~The~~ the City of New York, an office or agency where any ~~Registered~~ Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B2) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1010) or conversion; ~~provided~~PROVIDED, ~~however~~HOWEVER, ~~that,~~ that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C3) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1010) or conversion at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; ~~provided~~PROVIDED, ~~however~~HOWEVER, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1010) shall be made at the office of the Company's Paying Agent in ~~The~~ the City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the ~~Borough of Manhattan, The~~ City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i1) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii2) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of ~~the~~ this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Indenture (Pan Pacific Retail Properties Inc), Indenture (Pan Pacific Retail Properties Inc)

Maintenance of Office or Agency. If ~~the~~ Securities of a ~~series~~ Series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any ~~series~~ Series of Securities an office or agency where Securities of that ~~series~~ Series may be presented or surrendered for payment, where Securities of that ~~series~~ Series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that ~~series~~ Series and this Indenture may be served. If Securities of a ~~series~~ Series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that ~~series~~ Series may be presented or surrendered for payment, where any Registered Securities of that ~~series~~ Series may be surrendered for registration of transfer, where Securities of that ~~series~~ Series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that ~~series~~ Series and this Indenture may be served and where Bearer Securities of that ~~series~~ Series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that ~~series~~ Series which is located outside the United States, an office or agency where Securities of that ~~series~~ Series and related coupons may be presented and surrendered for payment; provided, however, ~~that,~~ that if the Securities of that ~~series~~ Series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that ~~series~~ Series in any required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that ~~series~~ Series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that ~~series~~ Series located outside the United States an office or agency where any Registered Securities of that ~~series~~ Series may be surrendered for registration of transfer, where Securities of that ~~series~~ Series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that ~~series~~ Series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any series~~ that Series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.01, no payment of principal, premium or Make-Whole Amount or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a ~~series~~ Series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium or Make-Whole Amount and ~~interest, if any,~~ interest on any Bearer Security shall be made at the office of the Company's ’s Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or Make-Whole Amount, or interest, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies (in or outside the Place of Payment) where the Securities of one or more ~~series~~ Series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any ~~series~~ Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section ~~301~~ 3.01, with respect to a ~~series~~ Series of Securities, the Company hereby designates as a Place of Payment for each ~~series~~ Series of ~~Securities~~ Securities, each of (i) the office or agency of the Company in the Borough of Manhattan, The City of New York, and (ii) the Corporate Trust Office of the Trustee (as Paying Agent); and the Company hereby initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such ~~city~~ city; and the Company hereby initially appoints as its agent to receive all such presentations, surrenders, notices and ~~demands~~demands each of the Trustee, at its Corporate Trust Office. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.01, if and so long as the Securities of any ~~series~~ Series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such ~~series~~ Series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent (of which it shall give written notice to the Trustee).

Appears in 2 contracts

Samples: Boston Properties LTD Partnership, Boston Properties LTD Partnership

Maintenance of Office or Agency. If ~~the~~ Debt Securities of a series are issuable only as Registered Debt Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Debt Securities an office or agency where Debt Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Debt Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Debt Securities of that series and this Indenture may be served. If Debt Securities of a series are issuable as Bearer Debt Securities, the Company will ~~maintain~~ maintain: (A) in [the Borough of Manhattan, The City of New York], an office or agency where any Registered Debt Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Debt Securities of that series may be surrendered for registration of transfer, where Debt Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the ~~Securities of that series and this Indenture may be served and where Bearer~~ Debt Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Debt Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Debt Securities of that series pursuant to Section 1005) or conversion; ~~provided~~PROVIDED, ~~however~~HOWEVER, ~~that,~~ that if the Debt Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Debt Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Debt Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Debt Securities of that series may be surrendered for registration of transfer, where Debt Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Debt Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Debt Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Debt Securities of that series pursuant to Section 1005) at the offices specified in the Security, in [London, England], and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Debt Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Debt Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; ~~provided~~PROVIDED, ~~however~~HOWEVER, that, if the Debt Securities of a series are payable in Dollars, payment of principal of (any premium and ~~premium, if any) and interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable in respect of Debt Securities of such series pursuant to Section 1005) shall be made at the office of the Company's Paying Agent in the [Borough of Manhattan, The City of New York], if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the ~~United~~ Untied States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Debt Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Debt Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Debt Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Debt Securities, the Company hereby designates as a Place of Payment for each series of Debt Securities the office or agency of the Company in [the Borough of Manhattan, The City of New York], and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Debt Securities pursuant to Section 301, if and so long as the Debt Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a Foreign Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Debt Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Indenture (Bre Properties Inc /Md/), Indenture (Bre Properties Inc /Md/)

Maintenance of Office or Agency. If the Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as ~~applicable~~ applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described ~~in the following paragraph~~ below (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series ~~which~~ that is located outside the United ~~States~~States and Canada, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, that, if the Securities of that series are listed on any stock exchange located outside the United States and Canada and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States and Canada so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States and Canada an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as ~~applicable~~ applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, ~~in London,~~ and the Company hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.01, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or Canada or by check mailed to any address in the United States or Canada or by transfer to an account maintained with a bank located in the United ~~States~~States or Canada; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States or Canada maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section ~~301~~ 3.01 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the ~~Company~~ Trustee in the Borough of Manhattan, The City of New ~~York, and initially appoints the Trustee at its Corporate Trust Office~~ York as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.01, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Indenture (Four Seasons Hotels Inc), Four Seasons Hotels Inc

Maintenance of Office or Agency. If the Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in ~~The City of~~ New ~~York~~York City, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the ~~following~~ second succeeding paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United ~~States~~States and Canada, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, that, if the Securities of that series are listed on any stock exchange located outside the United States and Canada and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States and Canada so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States and Canada an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, ~~in London,~~ and the Company hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.1, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or Canada or by check mailed to any address in the United States or Canada or by transfer to an account maintained with a bank located in the United ~~States~~States or Canada; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying ~~Agent in The City of New York~~Agent, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section ~~301~~ 3.1 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the ~~Company in the Borough of Manhattan, The City of New York~~Trustee in, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent ~~in such city~~ and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.1, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Northern Dynasty Minerals LTD, Taseko Mines LTD

Maintenance of Office or Agency. If ~~the~~ Securities of a series ------------------------------- are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, ~~that,~~ that if the Securities -------- ------- of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or Make-Whole Amount or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, -------- ------- payment of principal of (and ~~premium, if any)~~ any premium or Make-Whole Amount and ~~interest, if any,~~ interest on any Bearer Security shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or Make-Whole Amount, or interest, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission -------- ------- shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Indenture (Trinet Corporate Realty Trust Inc), Trinet Corporate Realty Trust Inc

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this ~~Indenture~~ indenture may be served. If Securities of a series are issuable as both Registered or Bearer Securities or only as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related ~~coupons~~ Coupons may be presented or surrendered for payment in the circumstances described in the ~~following~~ proviso contained in the last sentence of this first paragraph of Section 1102 (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related ~~coupons~~ Coupons may be presented and surrendered for ~~payment~~payment (including payment of any additional amounts payable on Securities of that series pursuant to Section 1108); provided, however, ~~that,~~ that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United ~~States~~ States, an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee and the Holders of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall ~~fail~~ fall to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related ~~coupons~~ Coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 1108) at the ~~offices specified in~~ London office of the ~~Security, in London~~Trustee (or an agent with a London office appointed by the Trustee and acceptable to the Company), and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are denominated and payable in Dollars, payment of principal of (and premium, if any) , and interest, if any, on any Bearer Security (including any additional amounts payable on Securities of such series pursuant to Section 1108) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~additional amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee and the Holders of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Manor Care (Manor Care Inc/New), Manor Care Inc/New

Maintenance of Office or Agency. If the Securities of a series are issuable only as Registered Securities, the ~~Company~~ Corporation will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Corporation in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the ~~Company~~ Corporation will maintain (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or upon the ~~Company~~ Corporation in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United ~~States~~States and Canada, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, that, if the Securities of that series are listed on any stock exchange located outside the United States and Canada and such stock exchange shall so require, the ~~Company~~ Corporation will maintain a Paying Agent for the Securities of that series in any required city located outside the United States and Canada so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States and Canada an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Corporation in respect of the Securities of that series and this Indenture may be served. The ~~Company~~ Corporation will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the ~~Company~~ Corporation shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, and the ~~Company~~ Corporation hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the ~~Company~~ Corporation in the United States or Canada or by check mailed to any address in the United States or Canada or by transfer to an account maintained with a bank located in the United ~~States~~States or Canada; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any, on) and ~~interest, if any,~~ interest on any Bearer Security shall be made at the office of the ~~Company's~~ Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the ~~Company~~ Corporation in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The ~~Company~~ Corporation may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the ~~Company~~ Corporation of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The ~~Company~~ Corporation will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the ~~Company~~ Corporation hereby designates as a Place of Payment for each series of Securities the office or agency of the ~~Company~~ Corporation in ~~the Borough of Manhattan~~Saskatoon, ~~The City of New York~~Saskatchewan, Canada, and initially appoints the Trustee at its ~~Corporate Trust Office~~ corporate trust office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of ~~the~~ this Indenture, then the ~~Company~~ Corporation will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent. The Corporation agrees that it will pay the Trustee reasonable remuneration for its services hereunder and will repay to the Trustee on demand all expenditures or advances whatever which the Trustee may reasonably make or incur in and about the execution of the trusts hereby created, and such money shall be payable out of any funds coming into the possession of the Trustee in priority to any Securities or coupons. The said remuneration shall continue to be payable until the trusts hereof shall be finally wound up and whether or not the trusts hereof shall be in the course of administration by or under the direction of a court.

Appears in 2 contracts

Samples: Indenture (Nutrien Ltd.), Indenture (Nutrien Ltd.)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 10.8) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and ~~demands~~ demand to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the ~~Trustee,~~ Trustee (except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 10.8) or conversion at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such ~~respective~~ presentations, surrenders, notices and demands), and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.1, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 10.8) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section ~~301~~ 3.1 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, ~~notices~~ notice and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Indenture (Sirius Satellite Radio Inc), Cd Radio Inc

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for ~~any~~ such series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A1) in The City of New York, an office or agency where any ~~Registered~~ Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B2) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1010) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C3) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1010) or conversion at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1010) shall be made at the office of the Company's ’s Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the ~~office or agency of the Company in the Borough of Manhattan, The City of New York~~Corporate Trust Office, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent ~~in such city~~ and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i1) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii2) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of ~~the~~ this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Kilroy Realty, L.P., Kilroy Realty, L.P.

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as ~~applicable~~ applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 10.04); provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible ~~and~~ or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 10.04) at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.01, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an any account maintained with a ~~bank~~ financial institution located in the United States; provided, however, that, if the Securities of a series are denominated and payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 10.04) shall be made at the office of the Company's ’s Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, if any, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section ~~301~~ 3.01 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in ~~the Borough of Manhattan,~~ The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in ~~such city~~ The City of New York and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.01, if and so long as the Securities of any series (i) are denominated in a ~~Currency~~ currency other than Dollars or (ii) may be payable in a ~~Currency~~ currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent. The Company will notify the Trustee of the name and address of any Exchange Rate Agent retained by it.

Appears in 2 contracts

Samples: Indenture (Prospect Capital Corp), Indenture (Prospect Capital Corp)

Maintenance of Office or Agency. If ~~the Securities~~ Debentures of a any series are issuable only as Registered ~~Securities~~Debentures, the Company will maintain in each Place of Payment for ~~any~~ Debentures of such series ~~of Securities~~ an office or agency where ~~Securities~~ Debentures of ~~that~~ such series may be presented or surrendered for payment, where ~~Securities~~ Debentures of ~~that~~ such series may be surrendered for registration of ~~transfer or~~ transfer, exchange, ~~where Securities of that series that are convertible~~ or ~~exchangeable may be surrendered for~~ conversion ~~or exchange, as applicable~~ and where notices and demands to or upon the Company in respect of ~~the Securities~~ Debentures of ~~that~~ such series and this Indenture may be served. If ~~Securities~~ Debentures of a any series are issuable as Bearer ~~Securities~~Debentures, the Company will maintain (Aa) in The City of New York, an office or agency where any Registered ~~Securities~~ Debentures of ~~that~~ such series may be presented or surrendered for payment, where any Registered ~~Securities~~ Debentures of ~~that~~ such series may be surrendered for ~~registration~~ registra- tion of transfer, where ~~Securities~~ Debentures of ~~that~~ such series ~~may be surrendered for exchange, where Securities of that series that are convertible or exchangeable~~ may be surrendered for conversion or exchange~~, as applicable~~, where notices and demands to or upon the Company in respect of ~~the Securities~~ Debentures of ~~that~~ such series and this Indenture may be served and where Bearer ~~Securities~~ Debentures of ~~that~~ such series and related ~~coupons~~ Coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (Bb) subject to any laws or regulations applicable thereto, in a Place of Payment for ~~that~~ such series which is located outside the United States, an office or agency where ~~Securities~~ Debentures of ~~that~~ such series and related ~~coupons~~ Coupons may be presented and surrendered for ~~payment~~payment (including payment of any additional amounts payable on Debentures of such series pursuant to Section 10.6); provided, however, ~~that,~~ that if ~~the Securities~~ Debentures of ~~that~~ such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for ~~the Securities~~ Debentures of ~~that~~ such series in London, Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as ~~the Securities~~ Debentures of ~~that~~ such series are listed on such exchange, and (Cc) subject to any laws or regulations applicable ~~thereto,~~ thereto in a Place of Payment for ~~that~~ Debentures of such series located outside the United States an office or agency where any Registered ~~Securities~~ Debentures of ~~that~~ such series may be surrendered for registration of transfer, where ~~Securities~~ Debentures of ~~that~~ such series ~~may be surrendered for exchange, where Securities of that series that are convertible and exchangeable~~ may be surrendered for conversion or ~~exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the ~~Securities~~ Debentures of ~~that~~ such series and this Indenture may be served. The Company will give prompt ~~written~~ notice to the Trustee and to the Holders as provided in Sections 1.5 and 1.6, respectively, of the ~~location,~~ location and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of Debentures of any series or shall fail to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations and surrenders of Debentures of such series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer ~~Securities~~ Debentures of ~~any~~ such series and the related ~~coupons~~ Coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Debentures of such series pursuant to Section 10.6) at the ~~offices specified in~~ office of the ~~Security, in London~~Trustee for such series located outside the United States, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of principal, premium or interest on Bearer ~~Securities~~ Debentures shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an any account maintained with a bank located in the United States; provided, however, ~~that,~~ that if the ~~Securities~~ Debentures of a any series are denominated and payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer ~~Security~~ Debenture of such series (including any additional amounts payable on Debentures of such series pursuant to Section 10.6) shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~additional amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the ~~Securities~~ Debentures of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for ~~Securities~~ Debentures of any series for such purposes. The Company will give prompt written notice to the Trustee and the Holders of Debentures of such series of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Sun Healthcare Group Inc, Sun Healthcare Group Inc

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the ~~Company will~~ Issuer shall maintain in each Place of Payment for ~~any~~ such series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the ~~Company~~ Issuer will ~~maintain~~ maintain: (A1) in The City of New York, an office or agency where any ~~Registered~~ Securities of that series may be presented or surrendered for payment, where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (B2) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1010); provided, however, ~~that,~~ that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the ~~Company~~ Issuer will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C3) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. The ~~Company~~ Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the ~~Company~~ Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1010) at the offices specified in the Security, in London, England, and the ~~Company~~ Issuer hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Issuer hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the ~~Company~~ Issuer in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1010) shall be made at the office of the ~~Company's~~ Issuer’s Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the ~~Company~~ Issuer in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The ~~Company~~ Issuer may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the ~~Company~~ Issuer of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The ~~Company~~ Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the ~~Company~~ Issuer hereby designates as a Place of Payment for each series of Securities the ~~office or agency of the Company in the Borough of Manhattan, The City of New York~~Corporate Trust Office, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent ~~in such city~~ and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i1) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii2) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of ~~the~~ this Indenture, then the ~~Company~~ Issuer will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent. So long as the Trustee is the Securities Registrar, the Trustee agrees to mail, or cause to be mailed, the notices set forth in Section 608(6). If co-registrars have been appointed in accordance with this Section, the Trustee shall mail such notices only to the Issuer and the Holders of Outstanding Securities it can identify from its records.

Appears in 2 contracts

Samples: Indenture (Piedmont Operating Partnership, LP), Piedmont Office Realty Trust, Inc.

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, ~~the Company will~~ PCS shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon ~~the Company~~ PCS in respect of ~~the~~ Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, ~~the Company~~ PCS will ~~maintain~~ maintain: (Aa) in ~~The City~~ the Borough of Manhattan, New ~~York~~York City, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or upon ~~the Company~~ PCS in respect of ~~the~~ Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (Bb) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1009) or conversion; provided, however, ~~that,~~ that if ~~the~~ Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, ~~the Company~~ PCS will maintain a Paying Agent for ~~the~~ Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as ~~the~~ Securities of that series are listed on such exchange, ; and (Cc) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon ~~the Company~~ PCS in respect of ~~the~~ Securities of that series and this Indenture may be served. ~~The Company~~ PCS will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time ~~the Company~~ PCS shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment ~~at the offices specified in the Security, in London, and the Company hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands.~~ Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of ~~the Company~~ PCS in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if ~~the~~ Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1009) shall be made at the office of the ~~Company~~designated agent of PCS's Paying Agent in ~~The City~~ the Borough of Manhattan, New ~~York~~York City, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by ~~the Company~~ PCS in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. ~~The Company~~ PCS may ~~also~~ from time to time designate one or more other offices or agencies where ~~the~~ Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve ~~the Company~~ PCS of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. ~~The Company~~ PCS will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, ~~the Company~~ PCS hereby designates as a Place of Payment for each series of Securities the office or agency of ~~the Company~~ PCS in the Borough of Manhattan, ~~The City of~~ New ~~York~~York City, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent ~~in such city~~ and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as ~~the~~ Securities of any series (ia) are denominated in a Foreign Currency ~~other than Dollars~~ or (iib) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then ~~the Company~~ PCS will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Potash Corporation of Saskatchewan Inc, Potash Corporation of Saskatchewan Inc

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as ~~applicable~~ applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible ~~and~~ or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as ~~a Place~~ Places of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Pse&g Capital Trust Iii, Pseg Fossil LLC

Maintenance of Office or Agency. If the Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as ~~applicable~~ applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company hereby initially appoints the Trustee its office or agency for each of said purposes. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in The City of New York, an office or agency where any ~~Registered~~ Bearer Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, that, if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United ~~States~~ States, an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as ~~applicable~~ applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified for the purpose in the Security~~, in London~~, and the Company hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section ~~301~~ 3.01 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Indenture (Celestica Inc), Indenture (Celestica Inc)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as both Registered or Bearer Securities or only as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related ~~coupons~~ Coupons may be presented or surrendered for payment in the circumstances described in the ~~following~~ proviso contained in the last sentence of this first paragraph of Section 1102 (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related ~~coupons~~ Coupons may be presented and surrendered for ~~payment~~payment (including payment of any additional amounts payable on Securities of that series pursuant to Section 1107); provided, however, ~~that,~~ that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United ~~States~~ States, an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee and the Holders of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related ~~coupons~~ Coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 1107) at the ~~offices specified in~~ London office of the ~~Security, in London~~Trustee (or an agent with a London office appointed by the Trustee and acceptable to the Company), and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are denominated and payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any additional amounts payable on Securities of such series pursuant to Section 1107) shall be made at the office of the Company's ’s Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~additional amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee and the Holders of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Ibm (Ibm Credit LLC), Indenture (Ibm Credit LLC)

Maintenance of Office or Agency. If ~~the~~ Debt Securities of a series are issuable only as Registered Debt Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Debt Securities an office or agency where Debt Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Debt Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Debt Securities of that series and this Indenture may be served. If Debt Securities of a series are issuable as Bearer ~~Securities~~securities, the Company will ~~maintain~~ maintain: (A) in [The Borough of Manhattan, City of New York], an office or agency where any Registered Debt Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Debt Securities of that series may be surrendered for registration of transfer, where Debt Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Debt Securities of that series and this Indenture may be served and where Bearer Debt Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Debt Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Debt Securities of that series pursuant to Section 1013) or conversion; ~~provided~~PROVIDED, ~~however~~HOWEVER, ~~that,~~ that if the Debt Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Debt Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Debt Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Debt Securities of that series may be surrendered for registration of transfer, where Debt Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Debt Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust ~~Office~~ office of the Trustee, except that Bearer Debt Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer securities of that series pursuant to Section 1013) or conversion at the offices specified in the Debt Security, in [London, England], and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Debt Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Debt Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; ~~provided~~PROVIDED, ~~however~~HOWEVER, that, if the Debt Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Debt Security (including any Additional Amounts payable in respect of Debt Securities of such series pursuant to Section 1013) shall be made at the office of the Company's Paying Agent in [The Borough of Manhattan, City of New York], if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the ~~Company~~ company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Debt Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Debt Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Debt Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Debt Securities, the Company hereby designates as a Place of Payment for each series of Debt Securities the office or agency of the Company in ~~the~~ [The Borough of Manhattan, The City of New York], and initially appoints the ~~Trustee~~ Trustee, at its ~~Corporate Trust Office~~ offices located at ______________, as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Debt Securities pursuant to Section 301, if and so long as the Debt Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of 57 the Indenture, then the Company will maintain with respect to each such series of Debt Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Bre Properties Inc /Md/, Bre Properties Inc /Md/

Maintenance of Office or Agency. ~~If the Securities of a series are issuable only as Registered Securities, the~~ The Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. ~~If Securities of a series are issuable as Bearer Securities, the~~ The Company will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise~~) (B)~~ ); and with respect to Bearer Securities of any series and subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, ; (B) an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, ~~that,~~ that if the Securities of that series are listed on any ~~stock~~ securities exchange located outside the United States and such ~~stock~~ securities exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) ~~subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States~~ an office or agency where any ~~Registered~~ Bearer Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.01, no payment of principal, premium or Make-Whole Amount or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium or Make-Whole Amount and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 10.10) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or ~~interest~~Make-Whole Amount, interest or Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section ~~301~~ 3.01 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its ~~Corporate Trust Office~~ office or agency in such city as Paying Agent ~~in such city~~ and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.01, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Indenture (Camden Property Trust), Indenture (American Campus Communities Inc)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment; provided, however, that, if the~~ payment (including payment of any additional amounts payable on Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States so long as the Securities of that series are listed on such exchange, pursuant to Section 1004); and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee and prompt notices to the Holders as provided in Section 106 of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and ~~the~~ related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 1004) at the offices ~~specified in~~ of any Paying Agent for such series located outside the ~~Security, in London~~United States, and the Company hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are denominated and payable in Dollars, payment of in principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any additional amounts payable on Securities of such series pursuant to Section 1004) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~additional amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where ~~the~~ Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee and the Holders of any such designation or rescission and of any other change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Lone Star Technologies Inc, Lone Star Technologies Inc

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series ~~that are convertible or exchangeable~~ may be ~~surrendered for conversion~~ converted or ~~exchange~~exchanged in accordance with Article Sixteen, ~~as applicable~~ and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for registration of ~~transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion~~ transfer or exchange~~, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1011) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange, The International Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg, London, England or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a each Place of Payment for that series located outside the United States an office or agency where any ~~Registered~~ Securities of that series 57 may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1011) at the offices specified in the Security, ~~in London~~located outside the United States, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, ~~premium~~ premium, or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1011) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest, or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series and related coupons, if any, may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Connecticut Southern Railroad Inc, Connecticut Southern Railroad Inc

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where ~~Securities of that series that are convertible or exchangeable~~ securities may be surrendered for conversion ~~or exchange, as applicable~~ and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in The Borough of Manhattan, the City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered~~ exchange for ~~conversion or exchange, as applicable~~Registered Securities, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Bearer Securities of that series and related coupons may be presented and surrendered for payment; provided, however, ~~that,~~ that if the Securities of that series are listed on the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment at the ~~offices specified in~~ office of any Paying Agent for such series located outside the ~~Security, in London~~United States, and the Company hereby appoints the ~~same~~ Trustee as its ~~agents~~ agent to receive all such ~~respective~~ presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States, nor shall any payments be made in respect of Bearer Securities or coupons appertaining thereto pursuant to the presentation to the Company or its designated Paying Agents within the United States; provided, however, that, if the Securities of a series are denominated and payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security shall be made at the office of the Company's Paying Agent in The Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar -62- restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in ~~accordance with the requirements set forth above~~ each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Royal Gold Inc /De/, Royal Gold Inc /De/

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any additional amounts payable on Securities of that series pursuant to Section 1011); provided, however, that, if the Securities of that series are listed on The London Stock Exchange, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United ~~States~~ States, an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee and the Holders of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities, or shall fail to furnish the Trustee with the address thereof, such ~~presentations~~presentations and surrenders of Securities of that series may be made, ~~surrenders,~~ and notices and demands may be made or ~~served~~ served, at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 1011) at the ~~offices~~ place specified in for that purpose as contemplated by Section 301 or, if no such place is specified, at the ~~Security,~~ main office of the Trustee in London, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of ~~principal, premium~~ principal or interest on Bearer Securities shall be made at any office or agency of the Company in the United ~~States or~~ States, by check mailed to any address in the United ~~States or~~ States, by transfer to an account ~~maintained with a bank~~ located in the United ~~States; provided, however, that, if the Securities of a series are payable~~ States or upon presentation or surrender in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.of

Appears in 2 contracts

Samples: Oxy Capital Trust Iii, Occidental Petroleum Corp /De/

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the ~~Company will~~ Issuer shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the ~~Company~~ Issuer will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, ~~that,~~ that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the ~~Company~~ Issuer will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. The ~~Company~~ Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the ~~Company~~ Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, England, and the ~~Company~~ Issuer hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Issuer hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or Make-Whole Amount or interest on Bearer Securities shall be made at any office or agency of the ~~Company~~ Issuer in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium or Make-Whole Amount and ~~interest, if any,~~ interest on any Bearer Security shall be made at the office of the ~~Company~~Issuer's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or Make-Whole Amount, or interest, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the ~~Company~~ Issuer in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The ~~Company~~ Issuer may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the ~~Company~~ Issuer of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The ~~Company~~ Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the ~~Company~~ Issuer hereby designates as a Place of Payment for each series of Securities the office or agency of the ~~Company~~ Issuer in the Borough of Manhattan, The City of New York, and initially appoints the ~~Trustee at~~ Trustee's agent with its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the ~~Company~~ Issuer will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Indenture (First Industrial Realty Trust Inc), Indenture (First Industrial Realty Trust Inc)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are ~~issuable only~~ issued as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series ~~that are convertible or exchangeable~~ may be ~~surrendered for conversion~~ converted or ~~exchange~~exchanged in accordance with Article Sixteen, ~~as applicable~~ and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are ~~issuable~~ issued as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in the City of Chattanooga, Tennessee or in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for ~~registration of transfer, where Securities of that series may be surrendered for~~ exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1011) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange, The International Stock Exchange of the United Kingdom or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg, London or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a each Place of Payment for that series located outside the United States an office or agency where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1011) at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, ~~premium~~ premium, Make-Whole Amount or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts or Make-Whole Amount payable on Securities of such series pursuant to Section 1011) shall be made at the office of the Company's Paying Agent in the City of Chattanooga, Tennessee or the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest, Additional Amounts or ~~interest~~Make-Whole Amount, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series and related coupons, if any, may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Unumprovident Financing Trust Iii, Unumprovident Financing Trust Iii

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of ~~transfer~~ transfer, exchange or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for~~ conversion ~~or exchange, as applicable~~ and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for~~ conversion or exchange~~, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any additional amounts payable on Securities of that series pursuant to Section 10.4); provided, however, ~~that,~~ that if the Securities of that series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable ~~thereto,~~ thereto in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for~~ conversion or ~~exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt ~~written~~ notice to the Trustee and to the Holders as 57 provided in Sections 1.5 and 1.6, respectively, of the ~~location,~~ location and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 10.4) at the ~~offices specified in~~ office of the ~~Security, in London~~Trustee for such series located outside the United States, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an any account maintained with a bank located in the United States; provided, however, ~~that,~~ that if the Securities of a series are denominated and payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any additional amounts payable on Securities of such series pursuant to Section 10.4) shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~additional amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee and the Holders of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: United States Surgical Corp, United States Surgical Corp

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for ~~any~~ such series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A1) in The City of New York, an office or agency where any ~~Registered~~ Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B2) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1010) or conversion; ~~provided~~PROVIDED, ~~however~~HOWEVER, ~~that,~~ that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C3) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1010) or conversion at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; ~~provided~~PROVIDED, ~~however~~HOWEVER, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1010) shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in ~~the Borough of Manhattan,~~ The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i1) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii2) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of ~~the~~ this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Indenture (Realty Income Corp), Form of Indenture (Realty Income Corp)

Appears in 2 contracts

Samples: Indenture (Encana Corp), Indenture (CCC Capital Trust Ii)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any additional amounts payable on Securities of that series pursuant to Section 1004); provided, however, ~~that,~~ that if the Securities of that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities INDENTURE -50- 57 of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee and prompt notices to the Holders as provided in Section 106 of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 1004) at any Paying Agent for such series located outside the ~~offices specified in the Security, in London~~United States, and the Company hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are denominated and payable in ~~Dollars,~~ Dollars payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any additional amounts payable on Securities of such series pursuant to Section 1004) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~additional amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where ~~the~~ Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to so maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee and the Holders of any such designation or rescission and of any other change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Newfield Exploration Co /De/, Newfield Financial Trust Ii

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the ~~Company will~~ Issuer shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the ~~Company~~ Issuer will ~~maintain~~ maintain: (A) in ~~The City~~ the Borough of Manhattan, New ~~York~~York City, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1111) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the ~~Company~~ Issuer will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. The ~~Company~~ Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the ~~Company~~ Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1111) or conversion at the offices specified in the Security, in London, England, and the ~~Company~~ Issuer hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Issuer hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the ~~Company~~ Issuer in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1111) shall be made at the office of the ~~Company's~~ designated agent of the Issuer’s Paying ~~Agent in The City of New York~~Agent, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the ~~Company~~ Issuer in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The ~~Company~~ Issuer may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the ~~Company~~ Issuer of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The ~~Company~~ Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the ~~Company~~ Issuer hereby designates as a Place of Payment for each series of Securities the office or agency of the ~~Company in the Borough of Manhattan, The City of New York~~Issuer, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent ~~in such city~~ and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the ~~Company~~ Issuer will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Fourth Supplemental Indenture (Kimco Realty OP, LLC), Fourth Supplemental Indenture (Kimco Realty Corp)

Maintenance of Office or Agency. If ~~the~~ Securities of a series ------------------------------- are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of ~~that~~ such series may be presented or surrendered for payment, where Securities of ~~that~~ such series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or ~~upon~~ on the Company in respect of the Securities of ~~that~~ such series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company ~~will maintain~~ shall maintain: (Ai) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of ~~that~~ such series may be presented or surrendered for payment, where any Registered Securities of ~~that series may be surrendered for registration of transfer, where Securities of that~~ such series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or ~~upon~~ on the Company in respect of the Securities of ~~that~~ such series and this Indenture may be served and where Bearer Securities of ~~that~~ such series and ~~related~~ any coupons appertaining thereto may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (Bii) subject to any laws or regulations applicable thereto, in a Place of Payment for ~~that~~ such series which is located outside the United States, an office or agency where Securities of ~~that~~ such series and ~~related~~ any coupons appertaining thereto may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of such series pursuant to Section 1009); provided, however, ~~that,~~ that if -------- ------- the Securities of ~~that~~ such series are listed on the Luxembourg Stock Exchange, The International Stock Exchange or any other stock exchange located outside the United States and such stock exchange ~~shall~~ so ~~require~~requires, the Company ~~will~~ shall maintain a Paying Agent for the Securities of ~~that~~ such series in Luxembourg, London or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of ~~that~~ such series are listed on such exchange, ; and (Ciii) subject to any laws or regulations applicable thereto, in a Place of Payment for ~~that~~ such series located outside the United States an office or agency where any ~~Registered~~ Securities of ~~that~~ such series may be surrendered for registration of transfer, where Securities of ~~that~~ such series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or ~~upon~~ on the Company in respect of the Securities of ~~that~~ such series and this Indenture may be served. The Company ~~will~~ shall give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company ~~shall fail~~ fails to maintain any such required office or agency or ~~shall fail~~ fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ such series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of such series pursuant to Section 1009) at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive all such ~~respective~~ presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of ~~principal~~the principal of (or premium, ~~premium~~ if any, on) or interest or Additional Amounts, if any, on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are -------- ------- payable in Dollars, payment of the principal of (and premium, if any, on) and ~~interest,~~ interest and Additional Amounts; if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series and any coupons appertaining thereto may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such -------- ------- designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company ~~will~~ shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section ~~301 with respect to a series of Securities~~301, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in ~~the Borough of Manhattan,~~ The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company ~~will~~ shall maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: McLeodusa Inc, McLeodusa Inc

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, ~~where Securities of that series that are convertible~~ purchase or ~~exchangeable may be surrendered for conversion or exchange, as applicable,~~ redemption and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment; provided, however, that, if the~~ payment (including payment of any additional amounts payable on Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States so long as the Securities of that series are listed on such exchangepursuant to Section 4.6), and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United ~~States~~ States, an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The office of the Trustee at The First National Bank of Chicago, London Branch, 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx XX0X 0XX, Attention: Corporate Trust Administration, shall be such office or agency for all of the aforesaid purposes (except that with respect to the presentation of Registered Securities for payment or for registration of transfer or exchange such office shall be the office of the Trustee at Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000-0000, Attention: Corporate Trust Services Division) unless the Company ~~will~~ shall maintain some other office or agency for such purposes and shall give prompt written notice to the Trustee of the location, and any change in the location, of such other office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the ~~Corporate Trust Office~~ address of the ~~Trustee~~Trustee set forth in Section 12.2, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 4.6) at the ~~offices~~ place specified in for that purpose as contemplated by Section 2.3(a) or, if no such place is specified, at the ~~Security,~~ office of the paying agent and authenticating agent in London, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of ~~principal, premium~~ Principal or interest on Bearer Securities shall be made at any office or agency of the Company in the United ~~States or~~ States, by check mailed to any address in the United ~~States or~~ States, by transfer to an account ~~maintained with a bank~~ located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; ~~provided~~PROVIDED, ~~however~~HOWEVER, that, if the Securities of a series are denominated and payable in Dollars, payment of ~~principal~~ Principal of (and ~~premium, if any) and interest, if any,~~ any interest on any such Bearer Security (including any additional amounts payable on Securities of such series pursuant to Section 4.6) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such ~~principal~~Principal, ~~premium~~ interest or ~~interest~~additional amounts, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Tricon Global Restaurants Inc, Tricon Global Restaurants Inc

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in The Borough of Manhattan, City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1008) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1008) or conversion at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable in respect of Securities of such series pursuant to Section 1008) shall be made at the office of the Company's ’s Paying Agent in The Borough of Manhattan, City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in ~~the~~ The Borough of Manhattan, The City of New York, and initially appoints the ~~Trustee~~ Trustee, at its ~~Corporate Trust Office~~ offices located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Indenture (PennyMac Mortgage Investment Trust), PennyMac Corp.

Maintenance of Office or Agency. If the Securities of a series are issuable only as Registered Securities, the ~~Company~~ Issuer thereof will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon ~~the Company~~ such Issuer in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the ~~Company~~ Issuer thereof will maintain (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the ~~Company~~ Issuer thereof in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, that, if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the ~~Company~~ Issuer thereof will maintain a Paying Agent for the Securities of that series in any required city located outside the United States so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon ~~the Company~~ such Issuer in respect of the Securities of that series and this Indenture may be served. The ~~Company~~ Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the ~~Company~~ Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, and the ~~Company~~ Issuer hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, ~~premium~~ premium, if any, or ~~interest~~ interest, if any, on Bearer Securities shall be made at any office or agency of the ~~Company~~ Issuer in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the ~~Company's~~ Issuer ’s Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the ~~Company~~ Issuer in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. ~~The Company~~ Each Issuer may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the ~~Company~~ Issuer of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The ~~Company~~ Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, ~~the Company~~ each Issuer hereby designates as a Place of Payment for each series of Securities the office or agency of the ~~Company~~ Trustee in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then ~~the Company~~ each Issuer will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Supplemental Indenture (Boston Scientific Corp), Supplemental Indenture (American Medical Systems Europe B.V.)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in ~~The City~~ the Borough of Manhattan, New ~~York~~York City, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment,~~ payment or where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Interest payable on Securities of that series pursuant to Section 1010); provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United ~~States~~ States, an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Interest payable on Bearer Securities of that series pursuant to Section 1010) or at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands~~. Unless otherwise specified with respect to any Securities pursuant to Section 301~~, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby ~~designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially~~ appoints the Trustee ~~at its Corporate Trust Office as Paying Agent in such city and as~~ its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Indenture (Semco Capital Trust Iii), Indenture (Semco Capital Trust)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in The Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered~~ exchange for ~~conversion or exchange, as applicable~~Registered Securities, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Bearer Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts with respect to Bearer Securities of that series); provided, however, ~~that,~~ that if the Securities of that series are listed on the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts with respect to Bearer Securities of that series) at the ~~offices specified in~~ office of any Paying Agent for such series located outside the ~~Security, in London~~United States, and the Company hereby appoints the ~~same~~ Trustee as its ~~agents~~ office or agency to receive such ~~respective~~ presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of principal, premium or interest on on, or Additional Amounts with respect to, Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States, nor shall any payments be made in respect of Bearer Securities or coupons appertaining thereto pursuant to the presentation to the Company or its designated Paying Agents within the United States; provided, however, that, if the Securities of a series are denominated and payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series) shall be made at the office of the Company's Paying Agent in The Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in ~~accordance with the requirements set forth above~~ each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Indenture (Stewart Enterprises Inc), Stewart Enterprises Inc

Maintenance of Office or Agency. If the Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the ~~following~~ second succeeding paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United ~~States~~States and Canada, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, that, if the Securities of that series are listed on any stock exchange located outside the United States and Canada and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States and Canada so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States and Canada an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, ~~in London,~~ and the Company hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or Canada or by check mailed to any address in the United States or Canada or by transfer to an account maintained with a bank located in the United ~~States~~States or Canada; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the ~~Company in the Borough of Manhattan, The City of New York~~Trustee in, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent ~~in such city~~ and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Indenture (FSD Pharma Inc.), Largo Resources Ltd.

Maintenance of Office or Agency. If ~~the~~ Debt Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Debt Securities of that series may be presented or surrendered for payment, where Debt Securities of that series may be surrendered for registration of transfer or exchange, where Debt Securities of that series that are convertible ~~or exchangeable~~ may be surrendered for ~~conversion or exchange~~conversion, ~~as applicable~~ if applicable, and where notices and demands to or upon the Company in respect of the Debt Securities of that series and this Indenture may be served. If Debt Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City and State of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Debt Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible~~ exchange or ~~exchangeable may be surrendered for conversion or exchange, as applicable~~redemption, where notices and demands to or upon the Company in respect of the Debt Securities of that series and this Indenture may be served and where Bearer Securities of that series and related ~~coupons~~ Coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Debt Securities of that series and related ~~coupons~~ Coupons may be presented and surrendered for ~~payment~~payment (including payment of any additional amounts payable on Debt Securities of that series, if so provided pursuant to Section 3.1); provided, however, ~~that,~~ that if the Debt Securities of that series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Debt Securities of that series in London, Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Debt Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Debt Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion~~ exchange or ~~exchange, as applicable~~ redemption and where notices and demands to or upon the Company in respect of the Debt Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, and the Company hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no No payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Debt Securities of a series are denominated and payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any additional amounts payable on Securities of such series, if so provided pursuant to Section 3.1) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City and State of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~additional amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate ~~one~~ different or ~~more other~~ additional offices or agencies ~~where the Securities of one or more series may~~ to be ~~presented or surrendered~~ maintained for ~~any or all~~ such purposes (in or outside of such Place of Payment), and may from time to time rescind any such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its ~~obligation to maintain an office or agency~~ obligations described in ~~accordance with~~ the ~~requirements set forth above for Securities of any series for such purposes~~preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and of any change in the location of any such ~~other~~ different or additional office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Talx Corp, Reinsurance Group of America Inc

Maintenance of Office or Agency. ~~If the~~ Unless otherwise specified as contemplated by Section 3.1, if Securities of a series are ~~issuable only~~ issued as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ that series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company or any Guarantor in respect of the Securities or the Senior Subordinated Guarantees of that series and this Indenture may be served. If Unless otherwise specified as contemplated by Section 3.1, if Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain, (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) (Bi) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the United ~~States, an office or agency~~ States where Securities of that series and related interest coupons may be presented and surrendered for payment; provided, however, ~~that,~~ that if the Securities of that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, and (Cii) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the United ~~States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer~~States, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, ~~except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London,~~ and the Company and each Guarantor hereby appoints the ~~same~~ Trustee as its ~~agents~~ agent to receive all such ~~respective~~ presentations, surrenders, notices and demands. Unless otherwise specified ~~with respect to any Securities pursuant to~~ as contemplated by Section ~~301~~3.1, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United ~~States or~~ States, by check mailed to any address in the United ~~States or~~ States, by transfer to an account ~~maintained with a bank~~ located in the United States or upon presentation or surrender in the United States of a Bearer Security or interest coupon for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if the Securities of a series are denominated and payable in Dollars, payment of principal of (and ~~premium, if any) and interest, if any,~~ any premium or interest on any such Bearer Security shall be made at the ~~office of~~ Unless otherwise specified as contemplated by Section 3.1, the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities (including any interest coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in ~~accordance with the requirements set forth above~~ each Place of Payment for Securities (including any interest coupons, if any) of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified ~~with respect to any Securities~~ as contemplated by Section ~~301 with respect to a series of Securities~~3.1, the ~~Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and~~ Trustee shall initially ~~appoints the Trustee at its Corporate Trust Office~~ serve as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Allied Waste Industries Inc, Allied Waste Industries Inc

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or exchange, ~~where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1007) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for 40 registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1007) or conversion at the offices specified in the ~~Security,~~ Security in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1007) shall be made at the office of the Company's Paying Agent in ~~The~~ the City of ~~New York~~Boston, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the ~~Borough of Manhattan, The~~ City of ~~New York~~Boston, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~302, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a Foreign Currency ~~other than Dollars,~~ or so long as it is required under any other provision of ~~the~~ this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Health and Retirement Properties Trust (Health & Retirement Properties Trust), Health and Retirement Properties Trust (Health & Retirement Properties Trust)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as ~~applicable~~ applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1004); provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible ~~and~~ or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1004) at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check (or, if applicable, additional Securities) mailed to any address in the United States or by transfer to an any account maintained with a ~~bank~~ financial institution located in the United States; provided, however, that, if the Securities of a series are denominated and payable in Dollars, payment of principal of (and premium, if any) and cash interest, if any, on any Bearer Security (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1004) shall be made at the office of the Company's ’s Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, if any, cash interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in ~~such city~~ the Borough of Manhattan, The City of New York and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a ~~Currency~~ currency other than Dollars or (ii) may be payable in a ~~Currency~~ currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Indenture (Medley LLC), Indenture (Medley Capital Corp)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the ~~Company will~~ Issuer shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the ~~Company~~ Issuer will ~~maintain~~ maintain: (A) in ~~The City~~ the Borough of Manhattan, New ~~York~~York City, an office or agency where any ~~Registered~~ Securities of that series may be presented or surrendered for payment, where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable ~~thereto,~~ thereto in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment;~~ payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1012), provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the ~~Company~~ Issuer will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such ~~exchange,~~ exchange and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. The ~~Company~~ Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the ~~Company~~ Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1012) at the offices specified in the ~~Security,~~ Security in ~~London~~Europe, and the ~~Company~~ Issuer hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Issuer hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the ~~Company~~ Issuer in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if ~~the~~ amounts owing with respect to any Bearer Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1012) shall be made at the office of the ~~Company~~designated agent of the Issuer's Paying Agent ~~in The City of New York,~~ if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the ~~Company~~ Issuer in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The ~~Company~~ Issuer may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation;~~ designations, provided, however, that no such ~~designation~~ designations or rescission shall in any manner relieve the ~~Company~~ Issuer of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The ~~Company~~ Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the ~~Company~~ Issuer hereby designates as a Place of Payment for each series of Securities the office or agency of the ~~Company~~ Issuer in the Borough of Manhattan, ~~The City of~~ New ~~York~~York City, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the ~~Company~~ Issuer will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Indenture (Equity Office Properties Trust), Indenture (Equity Office Properties Trust)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the ~~Company will~~ Issuer shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the ~~Company~~ Issuer will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, ~~that,~~ that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the ~~Company~~ Issuer will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. The ~~Company~~ Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the ~~Company~~ Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, England, and the ~~Company~~ Issuer hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Issuer hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.01, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the ~~Company~~ Issuer in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security shall be made at the office of the ~~Company~~Issuer's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, or interest, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the ~~Company~~ Issuer in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The ~~Company~~ Issuer may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the ~~Company~~ Issuer of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The ~~Company~~ Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section ~~301~~ 3.01 with respect to a series of Securities, the ~~Company~~ Issuer hereby designates as a Place of Payment for each series of Securities the office or agency of the ~~Company~~ Issuer in the Borough of Manhattan, The City of New York, and initially appoints the ~~Trustee at~~ Trustee's agent with its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.01, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the ~~Company~~ Issuer will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 2 contracts

Samples: Indenture (American Standard Companies Inc), Indenture (American Standard Companies Inc)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served, which agency initially shall be The Bank of New York, 000 Xxxxxxx Xxxxxx, New York, New York 10286, Attention: . If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1007); provided, however, that, if the Securities of that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland, Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United ~~States~~ States, an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee and give prompt notice to the Holders as provided in Section 106 of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1007) at any Paying Agent for such series located outside the ~~offices specified in the Security, in London~~United States, and the Company hereby appoints the same as its ~~agents~~ agent to receive all such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, ~~premium~~ premium, if any, or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an any account maintained with a ~~bank~~ financial institution located in the United States; provided, however, that, if the Securities of a series are denominated and payable in Dollars, payment of principal of (and premium, if any, on) and ~~interest, if any,~~ any interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1007) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, or the office or agency of the Company in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, if any, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee and the Holders of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in ~~such city~~ the Borough of Manhattan, The City of New York and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Viacom Inc, Viacom Inc

Maintenance of Office or Agency. If the Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible ~~or exchangeable~~ may be surrendered for ~~conversion or exchange~~conversion, ~~as applicable~~ if applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, that, if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, and the Company hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any, on) and ~~interest, if any,~~ interest on any Bearer Security shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the ~~Company~~ Trustee in the Borough of Manhattan, The City of New York, and initially appoints the ~~Trustee at its Corporate Trust Office~~ Trustee, as Paying Agent in such city ~~and~~ as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Indenture (Cendant Corp), Cendant Corp

Maintenance of Office or Agency. If the Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company ~~will~~ shall maintain (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, that, if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company ~~will~~ shall maintain a Paying Agent for the Securities of that series in any required city located outside the United States so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company ~~will~~ shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company ~~will~~ shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company ~~will~~ shall maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Imax Corp, Imax Corp

Maintenance of Office or Agency. ~~If the~~ Unless otherwise specified as contemplated by Section 3.1, if Securities of a series are ~~issuable only~~ issued as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ that series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company or any Guarantor in respect of the Securities or the Senior Guarantees of that series and this Indenture may be served. If Unless otherwise specified as contemplated by Section 3.1, if Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain, (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) (Bi) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the United ~~States, an office or agency~~ States where Securities of that series and related interest coupons may be presented and surrendered for payment; provided, however, ~~that,~~ that if the Securities of that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, and (Cii) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the United ~~States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer~~States, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, ~~except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London,~~ and the Company and each Guarantor hereby appoints the ~~same~~ Trustee as its ~~agents~~ agent to receive all such ~~respective~~ presentations, surrenders, notices and demands. Unless otherwise specified ~~with respect to any Securities pursuant to~~ as contemplated by Section ~~301~~3.1, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United ~~States or~~ States, by check mailed to any address in the United ~~States or~~ States, by transfer to an account ~~maintained with a bank~~ located in the United States or upon presentation or surrender in the United States of a Bearer Security or interest coupon for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if the Securities of a series are denominated and payable in Dollars, payment of principal of (and ~~premium, if any) and interest, if any,~~ any premium or interest on any such Bearer Security shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or ~~interest~~Unless otherwise specified as contemplated by Section 3.1, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities (including any interest coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in ~~accordance with the requirements set forth above~~ each Place of Payment for Securities (including any interest coupons, if any) of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified ~~with respect to any Securities~~ as contemplated by Section ~~301 with respect to a series of Securities~~3.1, the ~~Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and~~ Trustee shall initially ~~appoints the Trustee at its Corporate Trust Office~~ serve as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Allied Waste Industries Inc, Allied Waste Industries Inc

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as ~~applicable~~ applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1004); provided, however, ~~that,~~ that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any such required city located outside the United ~~States~~ States, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible ~~and~~ or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1004) at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check (or, if applicable, additional Securities) mailed to any address in the United States or by transfer to an any account maintained with a ~~bank~~ financial institution located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the ~~Borough of Manhattan, The City of New York~~contiguous United States, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent ~~in such city~~ and as its agent to receive all such presentations, surrenders, notices and demands; provided that, the Corporate Trust Office shall not be an office or agency of the Company for service of legal process on the Company. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a ~~Currency~~ currency other than Dollars or (ii) may be payable in a ~~Currency~~ currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Indenture (Medallion Financial Corp), Medallion Financial Corp

Maintenance of Office or Agency. If the Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the second following paragraph (and not otherwise) (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, that, if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, and the Company hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, ~~that, if the Securities of a series are payable in Dollars,~~ that payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Indenture (Complete Management Inc), Indenture (Complete Management Inc)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Global Securities and/or Registered Securities, the ~~Company~~ Issuer will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of ~~transfer~~ transfer, exchange or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for~~ conversion ~~or exchange, as applicable~~ and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the ~~Company~~ Issuer will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible~~ exchange or ~~exchangeable may be surrendered for conversion or exchange, as applicable~~conversion, where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the second following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment; provided, however, that, if the~~ payment (including payment of any additional amounts payable on Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States so long as the Securities of that series are listed on such exchangepursuant to Section 1004), and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United ~~States~~ States, an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for~~ exchange or conversion ~~or exchange, as applicable~~ and where notices and demands to or upon the ~~Company~~ Issuer in respect of the Securities of that series and this Indenture may be served. The ~~Company~~ Guarantor will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Guarantor in respect of Securities of any series, any coupons appertaining thereto and this Indenture may be served. Each of the Issuer and the Guarantor will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the ~~Company~~ Issuer or the Guarantor shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 1004) or conversion at any Paying Agent for such series located outside the ~~offices specified in the Security, in London~~United States, and the ~~Company~~ Issuer and the Guarantor hereby ~~appoints~~ appoint the same as its ~~agents~~ agent to receive ~~such~~ all respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the ~~Company~~ Issuer in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are denominated and payable in ~~Dollars~~United States dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any additional amounts payable on Securities of such series pursuant to Section 1004) shall be made at the office of the ~~Company~~Issuer's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in ~~Dollars~~ United States dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~additional amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the ~~Company~~ Issuer in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The ~~Company~~ Issuer may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the ~~Company~~ Issuer of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The ~~Company~~ Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Indenture (Diageo PLC), Indenture (Diageo Investment Corp)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in ~~The~~ the Borough of Manhattan, the City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, ~~where Securities of that series that are convertible~~ purchase or ~~exchangeable may be surrendered for conversion or exchange, as applicable,~~ redemption and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment; provided, however, that, if the~~ payment (including payment of any additional amounts payable on Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States so long as the Securities of that series are listed on such exchangepursuant to Section 4.6), and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The office of the Trustee, in New York, New York, shall be such office or agency for all of the aforesaid purposes unless the Company ~~will~~ shall maintain some other office or agency for such purposes and shall give prompt written notice to the Trustee of the location, and any change in the location, of such other office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the ~~Corporate Trust Office~~ address of the ~~Trustee~~Trustee set forth in Section 13.2, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 4.6) at the ~~offices~~ place specified in for that purpose as contemplated by Section 2.3(a) or, if no such place is specified, at the ~~Security,~~ main office of the Trustee in London, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of ~~principal, premium~~ Principal or interest on Bearer Securities shall be made at any office or agency of the Company in the United ~~States or~~ States, by check mailed to any address in the United ~~States or~~ States, by transfer to an account ~~maintained with a bank~~ located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; ~~provided~~PROVIDED, ~~however~~HOWEVER, that, if the Securities of a series are denominated and payable in Dollars, payment of ~~principal~~ Principal of (and ~~premium, if any) and interest, if any,~~ any interest on any such Bearer Security (including any additional amounts payable on Securities of such series pursuant to Section 4.6) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such ~~principal~~Principal, ~~premium~~ interest or ~~interest~~additional amounts, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Indenture (Litton Industries Inc), Litton Industries Inc

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as ~~applicable~~ applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; ~~provided~~PROVIDED, ~~however~~HOWEVER, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible ~~and~~ or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; ~~provided~~PROVIDED, ~~however~~HOWEVER, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as ~~a Place~~ Places of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a ~~Currency~~ currency other than Dollars or (ii) may be payable in a ~~Currency~~ currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 2 contracts

Samples: Deere John Capital Corp, Deere John Capital Corp

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment or conversion at the offices specified in the Security, in London, England, and the Company hereby ~~appoints~~ appoint the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoint the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 1 contract

Samples: Mindspring Enterprises Inc

Maintenance of Office or Agency. If the Securities of a series are issuable only as Registered Securities, the Company will maintain one or more offices or agencies in each Place of Payment for ~~any series of Securities an office or agency where~~ Securities of ~~that~~ such series where the Securities of such series may be presented or surrendered for payment, where the Securities of ~~that~~ such series may be surrendered for registration of transfer or exchange, where the Securities of ~~that series that are convertible or exchangeable~~ each series, if convertible, may be surrendered for conversion ~~or exchange, as applicable~~ and where notices and demands to or upon the Company in respect of the Securities of ~~that~~ such series and this Indenture may be served. The Trustee is hereby initially appointed the Company's office or agency for each of said purposes with respect to each such series issued hereunder. If the Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in ~~The City~~ a Place of ~~New York~~Payment for Securities of such series which is located in the United States, an office or agency where any Registered Securities of ~~that~~ such series may be presented or surrendered for payment, where any Registered Securities of ~~that~~ such series may be surrendered for registration of transfer, where any Registered Securities of ~~that~~ such series, if convertible, may be surrendered for conversion, where Securities of such series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of ~~that~~ such series and this Indenture may be served and where Bearer Securities of ~~that~~ such series and ~~related coupons~~ Coupons, if any, appertaining thereto may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for ~~that~~ Securities of such series which is located outside the United States, an office or agency where Securities of ~~that~~ such series and ~~related coupons~~ Coupons, if any, appertaining thereto may be presented and surrendered for ~~payment~~payment and where Securities of such series, if convertible, may be surrendered for conversion; provided, however, ~~that,~~ that if and so long as the Securities of ~~that~~ such series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and the Luxembourg Stock Exchange or such ~~stock~~ other exchange shall so require, the Company will maintain a Paying Agent for the Securities of ~~that~~ such series and an office or agency where Securities of such series, if convertible, may be surrendered for conversion in Luxembourg or any other required city located outside the United ~~States so long~~ States, as the ~~Securities of that series are listed on such exchange,~~ case may be; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for ~~that~~ the Securities of such series which is located outside the United ~~States~~ States, an office or agency where any Registered Securities of ~~that~~ such series may be surrendered for registration of transfer, where Securities of ~~that~~ such series may be surrendered for exchange, where Securities of ~~that series that are convertible and exchangeable~~ such series, if convertible, may be surrendered for conversion ~~or exchange, as applicable~~ and where notices and demands to or upon the Company in respect of the Securities of ~~that~~ such series and this Indenture may be served. The Company will give prompt written notice to the Trustee for the Securities of such series of the location, and of any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations (to the extent permitted by law) and surrenders of Securities of such series and such notices and demands may be made or served at the ~~Corporate Trust Office~~ principal corporate trust office of the Trustee, except that Bearer Securities of ~~any~~ such series and the ~~related coupons~~ Coupons, if any, appertaining thereto may be presented and surrendered for ~~payment~~ payment, and Bearer Securities of such series, if convertible, may be surrendered for conversion at the ~~offices specified in~~ place established for the ~~Security, in London~~purpose pursuant to Section 3.01, and the Company hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of ~~principal~~principal (and premium, ~~premium~~ if any) or ~~interest~~ interest, if any, on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States~~; provided~~, ~~however~~except as may be permitted by United States tax laws and regulations in effect at the time of such payment without detriment to the Company. Payments will not be made in respect of Bearer Securities or Coupons appertaining thereto pursuant to presentation to the Company or its designated Paying Agents within the United States. Notwithstanding the foregoing, ~~that, if~~ (i) in the ~~Securities~~ event that any payment in respect of a Bearer Security of any series ~~are~~ or a Coupon appertaining thereto which is denominated and payable in ~~Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall~~ Dollars may not be made at any office or agency maintained by the ~~office of the Company's Paying Agent~~ Company in ~~The City of New York, if (but only if) payment in Dollars of the full amount~~ respect of such ~~principal, premium or interest, as the case may be, at all offices or agencies~~ series outside the United States ~~maintained~~ for payment on such ~~purpose by the Company in accordance with this Indenture is~~ Bearer Security or Coupon because such payment would be illegal or effectively precluded by exchange controls or other similar restrictions, then the Company shall designate a paying agency in the United States from which such payment shall be made; and (ii) in the event that any payment in respect of a Bearer Security of any series or a Coupon appertaining thereto which is denominated or payable in a Foreign Currency may not be made at any office or agency maintained by the Company in respect of such series outside the United States for payment on such Bearer Security or Coupon because such payment would be illegal or effectively precluded by exchange controls or other similar restrictions, then such payment shall be made at any such office or agency in Dollars in an amount equal to the sum otherwise due in such Foreign Currency as converted into Dollars at the rate of exchange stated as the New York selling rate for such Foreign Currency into Dollars in The Wall Street Journal (Eastern Edition) for the Business Day preceding that on which such payment becomes due (or, if by reason of the temporary or permanent suspension of publication of such newspaper or of such information in such newspaper, such exchange rate is not given, then such rate of exchange as is stated for such Business Day in such comparable newspaper as the Trustee shall select), provided that if such payment in Dollars pursuant to this clause (ii) may not be so made because such payment would be illegal or effectively precluded by exchange controls or other similar restrictions, then the Company shall designate a paying agency in the United States from which such payment shall be made in Dollars in an amount as aforesaid. The Company may also from time to time designate one or more other offices or agencies (in or outside the Place of Payment) where the Securities of one or more series may be presented or surrendered for any or all ~~such~~ of the purposes specified above in this Section and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in ~~accordance with the requirements set forth above for Securities~~ each Place of ~~any series~~ Payment for such ~~purposes~~purpose. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such ~~other~~ office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 1 contract

Samples: Indenture (Fortune Brands Inc)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served, which agency initially shall be The Bank of New York, 101 Barclay Street, New York, New York 10286, Attention: . If ~~Securities of a series are~~ Securitixx xx x xxxxxx xxx issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where ~~Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where~~ notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer 66 Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1007); provided, however, that, if the Securities of that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland, Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United ~~States~~ States, an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee and give prompt notice to the Holders as provided in Section 106 of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1007) at any Paying Agent for such series located outside the ~~offices specified in the Security, in London~~United States, and the Company hereby appoints the same as its ~~agents~~ agent to receive all such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, ~~premium~~ premium, if any, or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an any account maintained with a ~~bank~~ financial institution located in the United States; provided, however, that, if the Securities of a series are denominated and payable in Dollars, payment of principal of (and premium, if any, on) and ~~interest, if any,~~ any interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1007) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, or the office or agency of the Company in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, if any, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee and the Holders of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in ~~such city~~ the Borough of Manhattan, The City of New York and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 1 contract

Samples: Indenture (Viacom Inc)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1008) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and ~~demands~~ demand to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the ~~Trustee,~~ Trustee (except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment, including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1008, or conversion at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such ~~respective~~ presentations, surrenders, notices and demands), and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 1008) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, ~~notices~~ notice and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 1 contract

Samples: Indenture (Dynex Capital Inc)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in ~~The~~ the Borough of Manhattan, the City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, ~~where Securities of that series that are convertible~~ purchase or ~~exchangeable may be surrendered for conversion or exchange, as applicable,~~ redemption and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment; provided, however, that, if the~~ payment (including payment of any additional amounts payable on Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States so long as the Securities of that series are listed on such exchangepursuant to Section 4.6), and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The office of the Trustee, at 00 Xxxx Xxxxxx, 0xx Xxxxx, Window 2, New York, New York 10005, Attention: Corporate Trust Administration, shall be such office or agency for all of the aforesaid purposes unless the Company ~~will~~ shall maintain some other office or agency for such purposes and shall give prompt written notice to the Trustee of the location, and any change in the location, of such other office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the ~~Corporate Trust Office~~ address of the ~~Trustee~~Trustee set forth in Section 13.2, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 4.6) at the ~~offices~~ place specified in for that purpose as contemplated by Section 2.3(a) or, if no such place is specified, at the ~~Security,~~ main office of the Trustee in London, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of ~~principal, premium~~ Principal or interest on Bearer Securities shall be made at any office or agency of the Company in the United ~~States or~~ States, by check mailed to any address in the United ~~States or~~ States, by transfer to an account ~~maintained with a bank~~ located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; ~~provided~~PROVIDED, ~~however~~HOWEVER, that, if the Securities of a series are denominated and payable in Dollars, payment of ~~principal~~ Principal of (and ~~premium, if any) and interest, if any,~~ any interest on any such Bearer Security (including any additional amounts payable on Securities of such series pursuant to Section 4.6) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such ~~principal~~Principal, ~~premium~~ interest or ~~interest~~additional amounts, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 1 contract

Samples: Tia Indenture (Walt Disney Co/)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Except as otherwise specified as contemplated by Section 301, if Securities of a series are issuable as Bearer Securities, the Company will maintain (Aa) in the Borough of Manhattan, The City of New York, or Cincinnati, Ohio, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (Bb) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any additional amounts payable on Securities of that series pursuant to Section 1004); provided, however, ~~that,~~ that if the Securities of that series are listed on the London Stock Exchange, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, and (Cc) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee and the Holders of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 1004) at the offices outside the United States specified in the Security~~, in London~~, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. ~~Unless~~ Except as otherwise specified ~~with respect to any Securities pursuant to~~ as contemplated by Section 301, no payment of ~~principal,~~ principal of and any premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by wire transfer to an account maintained with a bank located in the United States; , provided, however, that, if the Securities of a series are denominated and payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any additional amounts payable on Securities of such series pursuant to Section 1004) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, or Cincinnati, Ohio, if (but only if) payment in Dollars of the full amount of such ~~principal~~principal of and any premium, ~~premium~~ interest or ~~interest~~additional amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ that purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.the

Appears in 1 contract

Samples: Scripps E W Co /De

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. , which agency initially shall be The Bank of New York Mellon, 100 Xxxxxxx Xxxxxx, New York, New York 10286, Attention: .. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1007); provided, however, that, if the Securities of that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland, Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United ~~States~~ States, an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee and give prompt notice to the Holders as provided in Section 106 of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1007) at any Paying Agent for such series located outside the ~~offices specified in the Security, in London~~United States, and the Company hereby appoints the same as its ~~agents~~ agent to receive all such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 1 contract

Samples: CBS Operations Inc.

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in ~~The~~ the Borough of Manhattan, the City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, ~~where Securities of that series that are convertible~~ purchase or ~~exchangeable may be surrendered for conversion or exchange, as applicable,~~ redemp- tion and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment; provided, however, that, if the~~ payment (including payment of any additional amounts payable on Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States so long as the Securities of that series are listed on such exchangepursuant to Section 4.6), and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The office of the Trustee at , New York, New York , Attention: shall be such office or agency for all of the aforesaid purposes unless the Company ~~will~~ shall maintain some other office or agency for such purposes and shall give prompt written notice to the Trustee of the location, and any change in the location, of such other office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such ~~presentations, surrenders,~~ presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the ~~Corporate Trust Office~~ address of the ~~Trustee~~Trustee set forth in Section 13.2, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 4.6) at the ~~offices~~ place specified in for that purpose as contemplated by Section 2.3(a) or, if no such place is specified, at the ~~Security,~~ main office of the Trustee in London, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect to any Securities pursuant to Section 301, no~~ No payment of ~~principal, premium~~ Principal or interest on Bearer Securities shall be made at any office or agency of the Company in the United ~~States or~~ States, by check mailed to any address in the United ~~States or~~ States, by transfer to an account ~~maintained with a bank~~ located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; ~~provided~~PROVIDED, ~~however~~HOWEVER, that, if the Securities of a series are denominated and payable in Dollars, payment of ~~principal~~ Principal of (and ~~premium, if any) and interest, if any,~~ any interest on any such Bearer Security (including any additional amounts payable on Securities of such series pursuant to Section 4.6) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such ~~principal~~Principal, ~~premium~~ interest or ~~interest~~additional amounts, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind ~~any~~ such ~~designation~~designations; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 1 contract

Samples: Dc Holdco Inc

Maintenance of Office or Agency. If ~~the~~ Securities of a ------------------------------- series are issuable ~~only~~ as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If The Company will give prompt written notice to the Trustee of the location, and of any change in the location, of such office or agency. Whether Securities of a series ~~are~~ may be issuable as Registered Securities or Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any ~~Registered~~ Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable,~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be ~~served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise)~~ served, (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any additional amounts payable on Securities of that series pursuant to Section 5.04); provided, however, ~~that,~~ that if the Securities of that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in London or Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for ~~that~~ such series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations, ~~surrenders,~~ and surrenders of Securities of that series may be made and notices and demands may be made or served at the Principal Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 5.04) at the ~~offices~~ place specified in for the ~~Security, in London~~purpose as contemplated by Section 3.01, and the Company hereby appoints the ~~same~~ Trustee as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. ~~Unless~~ Except as otherwise ~~specified with respect to~~ provided in the form of Bearer Security of any ~~Securities~~ particular series pursuant to ~~Section 301~~the provisions of this Indenture, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, ~~that, if the Securities of a series are payable in Dollars,~~ payment of principal of and any premium and interest (~~and premium, if any~~including additional amounts payable in respect thereof) ~~and interest, if any,~~ on any Bearer Security ~~shall~~ may be made at an office or agency of, and designated by, the ~~office of~~ Company located in the ~~Company's Paying Agent in The City of New York,~~ United States if (but only if) payment ~~in Dollars~~ of the full amount of such principal, ~~premium~~ premium, interest or ~~interest, as the case may be,~~ additional amounts in Dollars at all offices ~~or agencies~~ outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or ~~other~~ similar ~~restrictions~~restrictions and the Trustee receives an Opinion of Counsel that such payment within the United States is legal. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, at the option of the Holder of any Bearer Security or related coupon, payment may be made by check pursuant to the terms of such Bearer Security presented or mailed to an address outside the United States or by transfer to an account maintained by the payee with a bank located outside the United States. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such purposes specified above in this Section and may constitute and appoint one or more Paying Agents for the payment of such Securities, in one or more other cities, and may from time to time rescind ~~any~~ such ~~designation~~designations and appointments; provided, however, that no such ~~designation~~ designation, appointment or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in ~~accordance with the requirements set forth above~~ each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless ~~otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities~~and until the Company rescinds one or more such appointments, the Company hereby ~~designates~~ appoints: (i) the Trustee, as its Paying Agent in The City of New York with respect to all series of Securities having a Place of Payment ~~for each series of Securities the office or agency of the Company~~ in ~~the Borough of Manhattan,~~ The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 1 contract

Samples: Agribiotech Inc

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain~~ maintain: (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for ~~registration of transfer, where Securities of that series may be surrendered for~~ exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise) ); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 1011) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on the Luxembourg Stock Exchange, The International Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg, London or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and (C) subject to any laws or regulations applicable thereto, in a each Place of Payment for that series located outside the United States an office or agency where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such 66 required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1011) at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, ~~premium~~ premium, Make-Whole Amount or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts or Make-Whole Amount payable on Securities of such series pursuant to Section 1011) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, interest, Additional Amounts or ~~interest~~Make-Whole Amount, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series and related coupons, if any, may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 1 contract

Samples: Indenture (Capstone Turbine Corp)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and of any change in the location, of such office or agency. If Securities of a series ~~are~~ may be issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable,~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be ~~served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise)~~ served, (B) subject to any laws or regulations applicable thereto, in a Place of 62 51 Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any additional amounts payable on Securities of that series pursuant to Section 5.04); provided, however, ~~that,~~ that if the Securities of that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in London or Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for ~~that~~ such series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations, ~~surrenders,~~ and surrenders of Securities of that series may be made and notices and demands may be made or served at the Principal Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 5.04) at the ~~offices~~ place specified in for the ~~Security, in London~~purpose as contemplated by Section 3.01, and the Company hereby appoints the ~~same~~ Trustee as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. ~~Unless~~ Except as otherwise ~~specified with respect to~~ provided in the form of Bearer Security of any ~~Securities~~ particular series pursuant to ~~Section 301~~the provisions of this Indenture, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, ~~that, if the Securities of a series are payable in Dollars,~~ payment of principal of and any premium and interest denominated in Dollars (~~and premium, if any~~including 63 52 additional amounts payable in respect thereof) ~~and interest, if any,~~ on any Bearer Security ~~shall~~ may be made at an office or agency of, and designated by, the ~~office of~~ Company located in the ~~Company's Paying Agent in The City of New York,~~ United States if (but only if) payment ~~in Dollars~~ of the full amount of such principal, ~~premium~~ premium, interest or ~~interest, as the case may be,~~ additional amounts in Dollars at all offices ~~or agencies~~ outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or ~~other~~ similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes restrictions and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee receives an Opinion of ~~any~~ Counsel that such ~~designation or rescission and of any change in~~ payment within the ~~location of any such other office or agency~~United States is legal. Unless otherwise ~~specified~~ provided as contemplated by Section 3.01 with respect to any ~~Securities as contemplated by Section 301 with respect to a~~ series of Securities, at the ~~Company hereby designates as a Place of Payment for each series of Securities the office or agency~~ option of the ~~Company~~ Holder of any Bearer Security or related coupon, payment may be made by check in the ~~Borough~~ currency designated for such payment pursuant to the terms of ~~Manhattan, The City of New York, and initially appoints~~ such Bearer Security presented or mailed to an address outside the ~~Trustee at its Corporate Trust Office as Paying Agent~~ United States or by transfer to an account in such ~~city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified~~ currency maintained by the payee with ~~respect to any Securities pursuant to Section 301, if and so long as~~ a bank located outside the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate AgentUnited States.

Appears in 1 contract

Samples: Banc One Corp /Oh/

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for ~~any~~ such series ~~of Securities~~ an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible ~~or exchangeable~~ may be surrendered for ~~conversion or exchange~~conversion, ~~as applicable~~ and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible ~~or exchangeable~~ may be surrendered for ~~conversion or exchange, as applicable~~conversion, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) ), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, ~~that,~~ that if the Securities of that series are listed on the Bourse de Luxembourg or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United ~~States~~ States, an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible ~~and~~ or exchangeable may be surrendered for conversion or exchange, as ~~applicable~~ applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the ~~Trustee~~ Trustee, and prompt notice to the Holders of Securities of such series as provided in Section 1.08, of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities, or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment at any Place of Payment for such series located outside the ~~offices specified in the Security, in London~~United States, and the Company hereby appoints the ~~same as~~ Trustee its ~~agents~~ agent to receive all such ~~respective~~ presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.01, no payment of principal, ~~premium~~ premium, if any, or ~~interest~~ interest, if any, on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal ~~of (and~~ of, premium, if any) , and interest, if any, on on, any Bearer Security shall be made at the office of the Company's ’s Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies (in or outside any Place of Payment) where the Securities of one or more series and any related coupons may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified ~~with respect~~ pursuant to ~~any Securities as contemplated by~~ Section ~~301~~ 3.01 with respect to a series of Securities, the Company hereby designates as ~~a Place~~ Places of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.01, if and so long as the Securities of any series (i) are denominated in a ~~Currency~~ currency other than Dollars or (ii) may be payable in a ~~Currency~~ currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 1 contract

Samples: Indenture (Sea Containers LTD /Ny/)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be ~~presented or surrendered for payment, where Securities of that series may be~~ surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and of any change in the location, of such office or agency. If Securities of a series ~~are~~ may be issuable as Bearer Securities, the Company will maintain ~~(A) in The City of New York,~~ an office or agency where any ~~Registered~~ Securities of that series may be presented or surrendered for ~~payment~~payment (A) in the Borough of Manhattan, The City of New York, (B) the City of Boston, Massachusetts, where any ~~Registered~~ Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable,~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be ~~served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph~~ served, (~~and not otherwise) (B~~C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any additional amounts payable on Securities of that series pursuant to Section 5.04); provided, however, ~~that,~~ that if the Securities of that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in London or Luxembourg or any other required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, and (CD) subject to any laws or regulations applicable thereto, in a Place of Payment for ~~that~~ such series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations, ~~surrenders,~~ and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that the Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 5.04) at the ~~offices~~ place specified in for the ~~Security, in London~~purpose as contemplated by Section 3.01, and the Company hereby appoints the ~~same~~ Trustee as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands. ~~Unless otherwise specified with respect~~ Notwithstanding any other provisions, to ~~any Securities pursuant to Section 301~~the contrary, no the Company at its option may make payment of principal, (and premium if any) and interest with respect to Registered Securities by check mailed to the address of the Person entitled thereto, as such address appears on the registry books of the Company. No payment or delivery of principal, premium, Maturity Consideration or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered ~~for~~ from any or all of such purposes specified above in this Section and may from time to time rescind ~~any~~ such ~~designation~~designations; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such ~~designation~~ designation, appointment or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in ~~accordance with the requirements set forth above~~ each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee for such series of any such designation or rescission and of any change in the location of any such other office or agency. Unless ~~otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities~~and until the Company rescinds such appointment, the Company hereby ~~designates~~ appoints the Trustee, acting through its Corporate Trust Office, as its Paying Agent in The City of New York with respect to all series of Securities having a Place of Payment ~~for each series of Securities the office or agency of the Company~~ in ~~the Borough of Manhattan,~~ The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Appears in 1 contract

Samples: Indenture (Fleet Capital Trust Ix)

Maintenance of Office or Agency. If ~~the~~ Securities of a series are issuable only as Registered Securities, the Company ~~will~~ shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where Securities of that series may be surrendered for registration of transfer or ~~exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will ~~maintain (A)~~ maintain: in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for ~~payment~~payment or conversion, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange~~, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable~~, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the circumstances described in the following paragraph (and not otherwise~~) (B)~~ ); subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for ~~payment~~payment (including payment of any Additional Amounts payable on Securities of that series pursuant to Section 10.10) or conversion; provided, however, ~~that,~~ that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United ~~States~~ States, as the case may be, so long as the Securities of that series are listed on such exchange, ; and ~~(C)~~ subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for ~~exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable~~ exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Indenture Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Indenture Trustee, except that Bearer Securities of ~~any~~ that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 10.10) or conversion at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its ~~agents~~ agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Indenture Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.01, no payment of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and ~~premium, if any)~~ any premium and ~~interest, if any,~~ interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant to Section 10.10) shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, ~~premium~~ premium, if any, interest or ~~interest~~Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained for ~~such~~ the purpose by the Company in accordance with this ~~Indenture~~ Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may ~~also~~ from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such ~~purposes~~ purposes, and may from time to time rescind ~~any~~ such ~~designation~~designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Indenture Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities ~~as contemplated by~~ pursuant to Section ~~301~~ 3.01 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Indenture Trustee at its Corporate Trust Office as Paying Agent in ~~such city~~ The City of New York and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section ~~301~~3.01, if and so long as the Securities of any series (i) are denominated in a Foreign Currency ~~other than Dollars~~ or (ii) may be payable in a ~~Currency other than Dollars~~Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one ~~Exchange Rate Agent~~exchange rate agent.

Appears in 1 contract

Samples: Lexington Corporate Properties Trust

Common use of Maintenance of Office or Agency Clause in Contracts