Maintenance of Office and Transfer Books by the Depositary Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers, combinations and split-ups and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners for an object other than the business of the Company, including without limitation a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books after consultation with the Company to the extent practicable, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder or at the request of the Company, provided that any such closing of the transfer books shall be subject to the provisions of Section 2.06 which limit the suspension of withdrawals of Shares. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or, with the written approval of the Company, appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges. The Company shall have the right, upon reasonable request, to inspect the transfer and registration records of the Depositary relating to the Receipts, to take copies thereof and to require the Depositary and any co-registrars to supply copies of such portions of such records as the Company may request.
Supplemental Provisions for Resecuritization This Agreement may be supplemented by means of the addition of a separate Article hereto (a "Supplemental Article") for the purpose of resecuritizing any of the Certificates issued hereunder, under the following circumstances. With respect to any Class or Classes of Certificates issued hereunder, or any portion of any such Class, as to which the Company or any of its Affiliates (or any designee thereof) is the registered Holder (the "Resecuritized Certificates"), the Company may deposit such Resecuritized Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental Article. The instrument adopting such Supplemental Article shall be executed by the Company, the Master Servicer and the Trustee; provided, that neither the Master Servicer nor the Trustee shall withhold their consent thereto if their respective interests would not be materially adversely affected thereby. To the extent that the terms of the Supplemental Article do not in any way affect any provisions of this Agreement as to any of the Certificates initially issued hereunder, the adoption of the Supplemental Article shall not constitute an "amendment" of this Agreement. Each Supplemental Article shall set forth all necessary provisions relating to the holding of the Resecuritized Certificates by the Trustee, the establishment of the Restructuring Vehicle, the issuing of various classes of new certificates by the Restructuring Vehicle and the distributions to be made thereon, and any other provisions necessary for the purposes thereof. In connection with each Supplemental Article, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle will qualify as a REMIC, grantor trust, FASIT or other entity not subject to taxation for federal income tax purposes and (ii) the adoption of the Supplemental Article will not endanger the status of the Trust Fund as a REMIC or (subject to Section 10.01(f)) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC as set forth in Section 860G(d) of the Code).
Certain Rights of the Depositary The Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares.
Certain Obligations of Holders of Receipts and the Corporation Section 3.1. Filing Proofs; Certificates and Other Information 9 Section 3.2. Payment of Taxes or Other Governmental Charges 9 Section 3.3. Warranty as to Stock 10 Section 3.4. Warranty as to Receipts 10 ARTICLE IV
Appointment of Subcustodians; Use of Securities Depositories (a) Bank is authorized under this Agreement to act through and hold Customer's Global Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets with, and hold Global Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") on such terms as such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Assets in such systems.
Maintenance of Office and Register by the Depositary Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain facilities for the delivery, registration of transfers and surrender of American Depositary Shares in accordance with the provisions of this Deposit Agreement. The Depositary shall keep a register of all Owners and all outstanding American Depositary Shares, which shall be open for inspection by the Owners at the Depositary’s Office during regular business hours, but only for the purpose of communicating with Owners regarding the business of the Company or a matter related to this Deposit Agreement or the American Depositary Shares. The Depositary may close the register for delivery, registration of transfer or surrender for the purpose of withdrawal from time to time as provided in Section 2.6. If any American Depositary Shares are listed on one or more stock exchanges, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of those American Depositary Shares in accordance with any requirements of that exchange or those exchanges. The Company shall have the right, at all reasonable times, upon written request, to inspect transfer and registration records of the Depositary, the Registrar and any co-transfer agents or co-registrars and to require them to supply, at the Company’s expense (unless otherwise agreed in writing between the Company and the Depositary) copies of such portions of their records as the Company may reasonably request.
CERTAIN ADDRESSES FOR NOTICES Loan Parties: c/o The WhiteWave Foods Company 2700 Xxxxx Xxxxxxx Xxxxxx, Suite 3400 Dallas, Texas 75204 Telephone: (000) 000-0000 Fax: (000) 000-0000 Email: Xxxxx.Xxxxxxxxxxx@xxxxxxxxx.xxx; Xxxx_Xxxxxx@xxxxxxxxx.xxx Attn: General Counsel; Attn: Treasurer with a copy to: Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 1800 Xxxxxxxxxxxx Xxxxxx XX Xxxxxxxxxx, XX 00000 Xxxxxx Xxxx, Esq. Telephone: (000) 000-0000 Fax: (000) 000-0000 Email: Xxxxxx.Xxxx@xxxxxxxxxx.xxx Xxxxx Xxxxxxxx, Esq. Telephone: (000) 000-0000 Fax: (000) 000-0000 Email: Xxxxx.Xxxxxxxx@xxxxxxxxxx.xxx Administrative Agent: For operational notices (borrowings, payments, etc.) Credit Services 100 X Xxxxx Xx Mail Code: NC1-001-05-46 Chxxxxxxx, XX 00000-0000 Attention: Xxxxxxx Xxxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: xxxxxxx.x.xxxxxxxxxx@xxxx.xxx For all other Notices (Financial Statements, Compliance Certificates): Agency Management 1400 Xxxxxx Xxxxxx, 0xx Xxxxx Mail Code: CA5-701-05-19 Sax Xxxxxxxxx, XX 00000-0000 Attention: Xxxx Xxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: xxxx.xxx@xxxx.xxx Bank of America, N.A., as Swing Line Lender: Credit Services 100 X Xxxxx Xx Mail Code: NC1-001-05-46 Chxxxxxxx, XX 00000-0000 Attention: Xxxxxxx Xxxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: xxxxxxx.x.xxxxxxxxxx@xxxx.xxx Bank of America, N.A., as L/C Issuer: Trade Finance Services 1 Xxxxx Xxx Mail Code: PA6-580-02-30 Scxxxxxx, XX 00000 Attention: Xxxx X. Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: xxxx.x.xxxxxx@xxxx.xxx Schedule 11.06(e) VOTING PARTICIPANTS AGFIRST FARM CREDIT BANK FARM CREDIT BANK OF TEXAS FARM CREDIT SERVICES OF MID AMERICA FLCA FCS AMERICA AMERICAN AGCREDIT, PCA UNITED FCS PCA dba FCS Commerical Finance Group 1st FCS (FARM CREDIT SERVICES OF MISSOURI) BADGERLAND FINANCIAL FC WEST AGSTAR FINANCIAL SERVICES, PCA FRONTIER FARM CREDIT, ACA AG CHOICE FARM CREDIT FCS FINANCIAL PCA YOSEMITE FARM CREDIT, ACA AG COUNTRY
Maintenance of Offices, Agencies and Transfer Books by the Depositary and the Registrar The Depositary shall maintain at the Depositary Office facilities for the execution and delivery, transfer, surrender and exchange, split-up, combination and redemption of Receipts and deposit and withdrawal of Preferred Stock and at the offices of the Depositary’s Agents, if any, facilities for the delivery, transfer, surrender and exchange, split-up, combination and redemption of Receipts and deposit and withdrawal of Preferred Stock, all in accordance with the provisions of this Deposit Agreement. The Registrar shall keep books at the Depositary Office for the registration and transfer of Receipts, which books at all reasonable times, shall be open for inspection by the record holders of Receipts as provided by applicable law. The Company may cause the Registrar to close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. If the Receipts or the Depositary Shares evidenced thereby or the Preferred Stock represented by such Depositary Shares shall be listed on the New York Stock Exchange or any other stock exchange, the Depositary may, with the written approval of the Company, appoint a registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with the requirements of such exchange. Such registrar (which may be the Registrar if so permitted by the requirements of such exchange) may be removed and a substitute registrar appointed by the Registrar upon the request or with the written approval of the Company. If the Receipts, such Depositary Shares or such Preferred Stock are listed on one or more other stock exchanges, the Registrar will, at the request and expense of the Company, arrange such facilities for the delivery, transfer, surrender, redemption and exchange of such Receipts, such Depositary Shares or such Preferred Stock as may be required by law or applicable stock exchange regulations.
CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION 10 Section 3.1 Filing Proofs; Certificates and Other Information 10 Section 3.2 Payment of Taxes or Other Governmental Charges 10 Section 3.3 Warranty as to Stock 11 Section 3.4 Warranty as to Receipts 11
Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary’s Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary’s Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary’s Office for the registration and registration of transfer of Receipts, which books during normal business hours shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person’s interest as an owner of Depositary Shares evidenced by the Receipts. The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities exchange regulation. The Depositary may from time to time appoint Depositary’s Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents. The Depositary will notify the Company of any such action.
