Common use of Maintenance of Office or Agency; Appointment of Paying Agent Clause in Contracts

Maintenance of Office or Agency; Appointment of Paying Agent. So long as any of the Notes remain Outstanding, the Issuer will maintain in the City of New York the following: (a) an office or agency where the Notes may be presented for payment, (b) an office or agency where the Notes may be presented for registration of transfer and for exchange as in this Indenture provided and (c) an office or agency where notices and demands to or upon the Issuer in respect of the Notes or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. The Issuer hereby initially designates the Corporate Trust Office of the Trustee as the office or agency for each such purpose. In case the Issuer shall fail to maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer hereby appoints Morgxx Xxxranty Trust Company of New York as paying agent (the "Paying Agent"), for the payment of principal of, the Make-Whole Amount, if any, and interest on the Notes on behalf of the Issuer. The Issuer reserves the right at any time, and from time to time, to vary or terminate the appointment of any Paying Agent, transfer agent or Registrar or to appoint any additional or other Paying Agent or agencies or transfer agent or agencies or Registrar. Whenever the Issuer shall appoint a Paying Agent other than the Trustee, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.02, that it will hold all sums held by it as such agent for the payment of the principal of, the Make-Whole Amount, if any, or interest on the Notes in trust for the benefit of the Holders of the Notes, that it will give the Trustee notice of any failure by the Issuer to make any payment of the principal of, or the Make-Whole Amount, if any, or interest on the Notes when the same shall be due and payable and that, at any time during the continuance of any such default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held by it in trust. Anything in this Section 4.02 to the contrary notwithstanding, the Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, cause to be paid to the Trustee all sums held in trust by any Paying Agent hereunder as required by this Section 4.02, such sums to be held by the Trustee upon the trust herein contained. Any money deposited with the Trustee or any Paying Agent for the payment of the principal of or the Make-Whole Amount, if any, or interest on any Note and remaining unclaimed for two years after such principal, the Make-Whole Amount or interest has become due and payable shall be paid to the Issuer, and the Holder of such Note shall thereafter look only to the Issuer for payment thereof and all liability, if any, of the Trustee or any Paying Agent with respect to such deposited amounts shall thereupon cease.

Maintenance of Office or Agency; Appointment of Paying Agent. So long as any of the Notes remain Outstanding, the Issuer will maintain in the City of New York York, the following: (a) an office or agency where the Notes may be presented for payment, (b) an office or agency where the Notes may be presented for registration of transfer and for exchange as in this Indenture provided and (c) an office or agency where notices and demands to or upon the Issuer in respect of the Notes or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. The Issuer hereby initially designates the Corporate Trust Office of the Trustee as the office or agency for each such purpose. In case the Issuer shall fail to maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer hereby appoints Morgxx Xxxranty Trust Company of New York as paying agent (the "Paying Agent"), for the payment of principal of, the Make-Whole Amount, if any, and interest on the Notes on behalf of the Issuer. The Issuer reserves the right at any time, and from time to time, to vary or terminate the appointment of any Paying Agent, transfer agent or Registrar or to appoint any additional or other Paying Agent or agencies or transfer agent or agencies or Registrar. Whenever the Issuer shall appoint a Paying Agent other than the Trustee, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.02, that it will hold all sums held by it as such agent for the payment of the principal of, the Make-Whole Amount, if any, or interest on the Notes in trust for the benefit of the Holders of the Notes, that it will give the Trustee notice of any failure by the Issuer to make any payment of the principal of, or the Make-Whole Amount, if any, or interest on the Notes when the same shall be due and payable and that, at any time during the continuance of any such default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held by it in trust. Anything in this Section 4.02 to the contrary notwithstanding, the Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, cause to be paid to the Trustee all sums held in trust by any Paying Agent hereunder as required by this Section 4.02, such sums to be held by the Trustee upon the trust herein contained. Any money deposited with the Trustee or any Paying Agent for the payment of the principal of or the Make-Whole Amount, if any, or interest on any Note and remaining unclaimed for two years after such principal, the Make-Whole Amount or interest has become due and payable shall be paid to the Issuer, and the Holder of such Note shall thereafter look only to the Issuer for payment thereof and all liability, if any, of the Trustee or any Paying Agent with respect to such deposited amounts shall thereupon cease.

Maintenance of Office or Agency; Appointment of Paying Agent. So long as any of the Notes remain Outstanding, the Issuer will maintain in the City of New York the following: (a) an office or agency where the Notes may be presented for payment, (b) an office or agency where the Notes may be presented for registration of transfer and for exchange as in this Indenture provided and (c) an office or agency where notices and demands to or upon the Issuer in respect of the Notes or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. The Issuer hereby initially designates the Corporate Trust Office of the Trustee as the office or agency for each such purpose. In case the Issuer shall fail to maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer hereby appoints Morgxx Xxxranty Trust Company of New York as paying agent (the "Paying Agent"), for the payment of principal of, the Make-Whole Amount, if any, and interest on the Notes on behalf of the Issuer. The Issuer reserves the right at any time, and from time to time, to vary or terminate the appointment of any Paying Agent, transfer agent or Registrar or to appoint any additional or other Paying Agent or agencies or transfer agent or agencies or Registrar. Whenever the Issuer shall appoint a Paying Agent other than the Trustee, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.02, that it will hold all sums held by it as such agent for the payment of the principal of, the Make-Whole Amount, if any, or interest on the Notes in trust for the benefit of the Holders of the Notes, that it will give the Trustee notice of any failure by the Issuer to make any payment of the principal of, or the Make-Whole Amount, if any, or interest on the Notes when the same shall be due and payable and that, at any time during the continuance of any such default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held by it in trust. Anything in this Section 4.02 to the contrary notwithstanding, the Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, cause to be paid to the Trustee all sums held in trust by any Paying Agent hereunder as required by this Section 4.02, such sums to be held by the Trustee upon the trust herein contained. Any money deposited with the Trustee or any Paying Agent for the payment of the principal of or the Make-Whole Amount, if any, or interest on any Note and remaining unclaimed for two years after such principal, the Make-Whole Amount or interest has become due and payable shall be paid to the Issuer, and the Holder of such Note shall thereafter look only to the Issuer for payment thereof and all liability, if any, of the Trustee or any Paying Agent with respect to such deposited amounts shall thereupon cease.sums