Money for Bond Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to the Bonds of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on any of such Bonds, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall promptly notify the Trustee, in writing, of any failure by the Company (or any other obligor on such Bonds) to make any payment of principal of or premium, if any, or interest, if any, on such Bonds. Whenever the Company shall have one or more Paying Agents for the Bonds of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on such Bonds, deposit with such Paying Agents sums sufficient (without duplication) to pay the principal and premium or interest so becoming due, such sums to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee, in writing, of any failure by it so to act. Upon their appointment as Paying Agent, the Company shall cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Company or the Trustee, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall: (a) hold all sums held by it for the payment of the principal of and premium, if any, or interest, if any, on such Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (b) give the Trustee written notice of any failure by the Company (or any other obligor upon such Bonds) to make any payment of principal of or premium, if any, or interest, if any, on such Bonds; and (c) at any time during the continuance of any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of the Persons entitled to such sums. The Company may at any time pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IX; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Unless otherwise prescribed by applicable law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of and premium, if any, or interest, if any, on any Bond and remaining unclaimed for two years after such principal and premium, if any, or interest, if any, has become due and payable shall be paid to the Company on Company Request, or, if then held by the Company, shall be discharged from such trust without further action by the Company, Trustee or any Paying Agent; and, upon such payment or discharge, the Holder of such Bond shall, as an unsecured general creditor and not as the Holder of an Outstanding Bond, look only to the Company for payment of the amount so due and payable and remaining unpaid, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment to the Company, shall, upon receipt of a Company Request and at the expense of the Company, cause to be delivered, on one occasion only, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such notice, any unclaimed balance of such money then remaining will be paid to the Company.
Appears in 6 contracts
Sources: Indenture of Mortgage (Puget Sound Energy Inc), Indenture of Mortgage (Puget Sound Energy Inc), Indenture of Mortgage (PG&E Corp)
Money for Bond Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Bonds which are to be made from amounts withdrawn from the Company related Bond Account pursuant to Section 8.02(b) shall at any time act be made on behalf of the Issuer by the Indenture Trustee or another Paying Agent, and, except as its own provided in the related Terms Indenture, no amounts so withdrawn from a Bond Account for payments of Bonds shall be paid over to the Issuer except as provided in this Section 3.03 or as provided in Section 5.06 or 8.02 (and, in either such case, the related Terms Indenture). Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order. The Issuer shall not appoint any Paying Agent that does not, at the time of such appointment, meet the qualification and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect to any Series, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered the instrument provided for in the second following paragraph or (iii) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent for such Series. Whenever the Issuer shall have one or more Paying Agents, it will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g)), on or before the Business Day next preceding each Payment Date, Redemption Date and Special Redemption Date for each Series, an aggregate sum sufficient to pay the amounts then becoming due with respect to the Bonds of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on any of such Bonds, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall promptly notify the Trustee, in writing, of any failure by the Company (or any other obligor on such Bonds) to make any payment of principal of or premium, if any, or interest, if any, on such Bonds. Whenever the Company shall have one or more Paying Agents for the Bonds of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on such Bonds, deposit with such Paying Agents sums sufficient (without duplication) to pay the principal and premium or interest so becoming dueSeries, such sums sum to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled to such principal, premium or interestthereto, and (unless such Paying Agent is the Indenture Trustee) the Company shall Issuer will promptly notify the Trustee, in writing, Indenture Trustee of any its action or failure by it so to act. Upon their appointment as Any monies deposited with a Paying Agent, the Company shall cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Company or the Indenture Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIII. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the TrusteeIndenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent shallwill:
(ai) hold all sums held received by it for the payment of the principal of and premium, if any, or interest, if any, on such Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will pay such sums to such Persons as herein provided;
(bii) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee written notice of any failure default by the Company (or any other obligor upon such Bonds) to make Issuer in the making of any payment of principal of or premium, if any, or interest, if any, on such Bonds; andrequired to be made with respect to any Series for which it is acting as Paying Agent;
(ciii) at any time during the continuance of any such failuredefault, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;
(iv) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and furnish forthwith pay to the Trustee such information as successor Paying Agent all sums held by it possesses regarding in trust for the names payment of Bonds if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and
(v) comply with all requirements imposed upon it under the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and addresses of the Persons entitled with respect to such sumsany applicable reporting requirements in connection therewith. The Company Issuer may at any time paytime, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Company Issuer Order direct any Paying Agent to pay, pay to the Indenture Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts trust as those upon which such the sums were held by the Company or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IXAgent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Unless otherwise prescribed by Subject to the applicable lawrequirements of abandoned property laws, any money deposited with the Trustee or held by any Paying Agent, or then held by the Company, Agent in trust for the payment of the principal of and premium, if any, or interest, if any, on any amount due with respect to any Bond and remaining unclaimed for two years after such principal and premium, if any, or interest, if any, amount has become due and payable shall be paid to the Company on Company Request, or, if then held by the Company, shall be discharged from such trust without further action by the Company, Trustee or any Paying Agent; and, upon such payment or dischargeunless otherwise provided in the related Terms Indenture, shall be paid to the Issuer on Issuer Request; and the Holder of such Bond shallshall thereafter, as an unsecured general creditor and not as the Holder of an Outstanding Bondcreditor, look only to the Company Issuer for payment thereof (but only to the extent of the amount amounts so due and payable and remaining unpaidpaid to the Issuer), and all liability of the Trustee Issuer or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, money shall thereupon cease; provided, provided however, that the Trustee Issuer or such Paying Agent, before being required to make any such payment to the Company, shall, upon receipt of a Company Request and at the expense of the Company, Agent shall cause to be deliveredpublished once, in a newspaper published in the English language, customarily published on one occasion onlyeach Business Day and of general circulation in the City of New York and in the city in which the Corporate Trust Office is then located, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such noticepublication, any unclaimed balance of such money then remaining will be paid to the CompanyIssuer (the cost of such publication to be paid out of such unclaimed funds or, if that is prohibited by law, by the Issuer).
Appears in 4 contracts
Sources: Indenture Agreement (Criimi Mae CMBS Corp), Indenture Agreement (Criimi Mae CMBS Corp), Indenture Agreement (Criimi Mae CMBS Corp)
Money for Bond Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to the Bonds of any series, or any Tranche thereofAgent, it shallwill, on or before each due date of the principal of (and premium, if any, and interest, if any, ) or interest on any of such the Bonds, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium premium, if any) or interest so becoming due until such sums shall be paid to such Persons persons or otherwise disposed of as herein provided. The Company shall , and will promptly notify the Trustee, in writing, Trustee of any its action or failure by the Company (or any other obligor on such Bonds) so to make any payment of principal of or premium, if any, or interest, if any, on such Bondsact. Whenever the Company shall have one or more Paying Agents for the Bonds of any series, or any Tranche thereofAgents, it shallwill, on or before each due date of the principal of (and premium, if any, and interest, if any, ) or interest on such any Bonds, deposit with such a Paying Agents sums Agent a sum sufficient (without duplication) to pay the principal (and premium premium, if any) or interest interest, so becoming due, such sums sum to be held in trust for the benefit of the Persons entitled to such principal, premium (and premium, if any) or interest, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee, in writing, Trustee of any its action or failure by it so to act. Upon their appointment as Paying Agent, the The Company shall will cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Company or the Trustee, Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall:will
(a1) hold all sums held by it for the payment of the principal of (and premium, if any, ) or interest, if any, interest on such Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;
(b2) give the Trustee written notice of any failure default by the Company (or any other obligor upon such the Bonds) to make in the making of any such payment of principal of or (and premium, if any, ) or interest, if any, interest on such the Bonds; and
(c3) at any time during the continuance of any such failuredefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of the Persons entitled to such sumsAgent. The Company may at any time time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IXAgent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such moneymonies. Unless otherwise prescribed by applicable law, any money Any monies deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any, ) or interest, if any, interest on any Bond and remaining unclaimed for two five (5) years after such principal (and premium, if any, ) or interest, if any, interest has become due and payable shall be paid to the Company on Company Request, or, or (if then held by the Company, ) shall be discharged from such trust without further action by the Company, Trustee or any Paying Agenttrust; and, upon such payment or discharge, and the Holder of such Bond shallshall thereafter, as an unsecured general creditor and not as the Holder of an Outstanding Bondcreditor, look only to the Company for payment of the amount so due and payable and remaining unpaidthereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment to repayment, may at the Company, shall, upon receipt of a Company Request 's sole option and at the expense of the Company, Company cause to be deliveredpublished once, on one occasion onlyin a newspaper of general circulation in Phoenix, Arizona or, if different, in the Place of Payment, notice to such Holder that such money monies remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such noticepublication, any unclaimed balance of such money then remaining will be paid repaid to the Company.
Appears in 3 contracts
Sources: Indenture (Ilx Inc/Az/), Indenture (Ilx Inc/Az/), Indenture (Ilx Inc/Az/)
Money for Bond Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to the Bonds of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on any of such Bonds, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall promptly notify the Trustee, in writing, of any failure by the Company (or any other obligor on such Bonds) to make any payment of principal of or premium, if any, or interest, if any, on such Bonds. Whenever the Company Issuer shall have one or more Paying Agents for Agents, the Bonds of any series, or any Tranche thereof, it shallTrustee will, on each Payment Date or before each due date of Redemption Date, withdraw from the principal of Collateral Proceeds Account and premium, if any, and interest, if any, on such Bonds, deposit with such Paying Agents sums Agent cash in an amount sufficient (without duplication) to pay the principal and premium of or interest so becoming dueon the Bonds with respect to the related Interest Accrual Period, such sums sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such Paying Agent is the Trustee) the Company shall Issuer will promptly notify the Trustee, in writing, Trustee of any its action or failure by it to so to act. Upon their appointment as The initial Paying Agent shall be the Trustee. Any additional or successor Paying Agent shall be appointed by Issuer Order. The Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities. The Issuer will cause each Paying Agent, the Company shall cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Company or the Trustee, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shallwill:
(a1) hold all sums amounts held by it for the payment of the principal of and premium, if any, or interest, if any, interest on such the Bonds in trust for the benefit of the Persons entitled thereto until such sums amounts shall be paid to such Persons or otherwise disposed of as herein provided and pay such amounts to such Persons as herein provided;
(b2) give the Trustee written notice of any failure Default by the Company Issuer (or any other obligor upon such the Bonds) to make in the making of any payment of principal of or premium, if any, or interest, if any, on such Bonds; and
(c3) at any time during the continuance of any such failureDefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums amounts so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of the Persons entitled to such sumsAgent. The Company Issuer may at any time time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Issuer Order direct any Paying Agent to pay, to the Trustee all sums amounts held in trust by the Company Issuer or such Paying Agent, such sums amounts to be held by the Trustee upon the same trusts as those upon which such sums amounts were held by the Company Issuer or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IXAgent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Unless otherwise prescribed by applicable law, any Any money deposited with the Trustee or any Paying Agent, or then held by the CompanyIssuer, in trust for the payment of the principal of and premium, if any, or interest, if any, interest on any Bond and remaining unclaimed for two six years after such principal and premium, if any, or interest, if any, has become due and payable the related Payment Date shall be paid to the Company Issuer on Company Issuer Request, or, or (if then held by the Company, Issuer) shall be discharged from such trust without further action by the Company, Trustee or any Paying Agenttrust; and, upon such payment or discharge, and the Holder of such Bond shallshall thereafter, as an unsecured general creditor and not as the Holder of an Outstanding Bondcreditor, look only to the Company Issuer for payment of the amount so due and payable and remaining unpaidthereof, and all liability of the Trustee or such Paying Agent with respect to such trust moneymoney (but only to the extent of the amounts so paid to the Issuer), and all liability of the Company Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment to the Companyrelease of payment, shall, upon receipt of a Company Request and may at the expense of the Company, Issuer cause to be deliveredpublished once, in a newspaper published in the English language, customarily published on one occasion onlyeach Business Day and of general circulation in New York, New York and in the city in which the Issuer's office is located pursuant to Section 9.01, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such noticepublication, any unclaimed balance of such money then remaining will be paid repaid to the CompanyIssuer. The Trustee may also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such release of payment (including, but not limited to, mailing notice of such release to Holders whose Bonds have been called but have not been surrendered for redemption or whose right to or interest in funds due and payable but not claimed is determinable from the records of any Paying Agent, at the last address of record of each such Holder).
Appears in 3 contracts
Sources: Indenture (National Collegiate Trust 1996-S2), Indenture (National Collegiate Trust 1996-S2), Indenture (National Collegiate Trust 1996-S2)
Money for Bond Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to the Bonds of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on any of such Bonds, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall promptly notify the Trustee, in writing, Trustee of any failure by the Company (or any other obligor on such Bonds) to make any payment of principal of or premium, if any, or interest, if any, on such Bonds. Whenever the Company shall have one or more Paying Agents for the Bonds of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on such Bonds, deposit with such Paying Agents sums sufficient (without duplication) to pay the principal and premium or interest so becoming due, such sums to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee, in writing, Trustee of any failure by it so to act. Upon their appointment as Paying Agent, the Company shall cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Company or the Trustee, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall:
(a) hold all sums held by it for the payment of the principal of and premium, if any, or interest, if any, on such Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;
(b) give the Trustee written notice of any failure by the Company (or any other obligor upon such Bonds) to make any payment of principal of or premium, if any, or interest, if any, on such Bonds; and
(c) at any time during the continuance of any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of the Persons entitled to such sums. The Company may at any time pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IX; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Unless otherwise prescribed by applicable law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of and premium, if any, or interest, if any, on any Bond and remaining unclaimed for two years after such principal and premium, if any, or interest, if any, has become due and payable shall be paid to the Company on Company Request, or, if then held by the Company, shall be discharged from such trust without further action by the Company, Trustee or any Paying Agent; and, upon such payment or discharge, the Holder of such Bond shall, as an unsecured general creditor and not as the Holder of an Outstanding Bond, look only to the Company for payment of the amount so due and payable and remaining unpaid, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment to the Company, shall, upon receipt of a Company Request and at the expense of the Company, cause to be deliveredmailed, on one occasion only, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such noticemailing, any unclaimed balance of such money then remaining will be paid to the Company.
Appears in 2 contracts
Sources: Security Agreement and Mortgage (Pacific Gas & Electric Co), Indenture of Mortgage (Pg&e Corp)
Money for Bond Payments to Be Held in Trust. (a) If the Company shall at any time act as its own Paying Agent with respect to the Bonds of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and or interest, if any, on any of such Bonds, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company provided and shall promptly notify the Trustee, in writing, Trustee of any its action or failure by the Company so to act.
(or any other obligor on such Bondsb) to make any payment of principal of or premium, if any, or interest, if any, on such Bonds. Whenever the Company shall have one or more Paying Agents for the Bonds of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and or interest, if any, on such Bonds, deposit with such Paying Agents sums sufficient (without duplication) to pay the principal and premium or interest so becoming due, such sums to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the TrusteeTrustee of its action or failure, in writing, of any failure by it so to act. Upon their appointment as Paying AgentAnything herein to the contrary notwithstanding, the Company hereby appoints the Trustee as initial Paying Agent for the Bonds of all series.
(c) The Company shall cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Company or the Trustee, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall:
(ai) hold all sums held by it for the payment of the principal of and premium, if any, or interest, if any, on the Bonds of such Bonds series or Tranche in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;
(bii) give the Trustee written notice of any failure default by the Company (or any other obligor upon the Bonds of such Bondsseries) to make in the making of any payment of principal of or and premium, if any, or interest, if any, on the Bonds of such Bondsseries or Tranche; and
(ciii) at any time during the continuance of any such failure, default upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of the Persons entitled to such sums. .
(d) The Company may at any time pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IX; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Unless otherwise prescribed by .
(e) Subject to applicable lawlaws regarding abandoned property, any money deposited with the Trustee (other than money held under the provisions of Article IX) or any Paying Agent, or then held by the Company, in trust for the payment of the principal of and premium, if any, or interest, if any, on any Bond and remaining unclaimed for two years after such principal and premium, if any, or interest, if any, has become due and payable shall be paid to the Company on Company Request, or, if then held by the Company, shall be discharged from such trust without further action by the Company, Trustee or any Paying Agenttrust; and, upon such payment or discharge, and the Holder of such Bond shallshall thereafter, as an unsecured general creditor and not as the Holder of an Outstanding Bondcreditor, look only to the Company for payment of the amount so due and payable and remaining unpaid, thereof and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment to the Company, shall, upon receipt of a Company Request and may at the expense of the Company, Company cause to be deliveredmailed, on one occasion only, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such noticemailing, any unclaimed balance of such money then remaining will be paid to the Company.
Appears in 2 contracts
Sources: Open End Mortgage, General Mortgage Indenture and Deed of Trust (Vistra Corp.), Open End Mortgage, General Mortgage Indenture and Deed of Trust (Vistra Corp.)
Money for Bond Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent All payments of amounts due and payable with respect to any Bonds that are to be made from amounts withdrawn from the Bond Account pursuant to Section 8.02(c) or Section 5.07 shall be made on behalf of the Issuer by the Paying Agent, and no amounts so withdrawn from the Bond Account for payments of Bonds shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 or in Section 5.07 or Section 8.02. With respect to Definitive Bonds, if the Issuer shall have a Paying Agent that is not also the Bond Registrar, such Bond Registrar shall furnish, no later than the fifth calendar day after each Record Date, a list, in such form as such Paying Agent may reasonably require, of any series, or any Tranche thereofthe names and addresses of the Holders of Bonds and of the number of Individual Bonds held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Indenture Trustee, it shallwill, on or before the Business Day next preceding each due date of Payment Date direct the principal of and premium, if any, and interest, if any, on any of Indenture Trustee to deposit with such Bonds, segregate and hold in trust for the benefit of the Persons entitled thereto a Paying Agent an aggregate sum sufficient to pay the principal and premium or interest so amounts then becoming due until (to the extent funds are then available for such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall promptly notify purpose in the Trustee, in writing, of any failure by the Company (or any other obligor on such Bonds) to make any payment of principal of or premium, if any, or interest, if any, on such Bonds. Whenever the Company shall have one or more Paying Agents for the Bonds of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on such Bonds, deposit with such Paying Agents sums sufficient (without duplication) to pay the principal and premium or interest so becoming dueBond Account), such sums sum to be held in trust for the benefit of the Persons entitled thereto. Any moneys deposited with a Paying Agent in excess of an amount sufficient to pay the amounts then becoming due on the Bonds with respect to which such principaldeposit was made shall, premium or interestupon Issuer Order, and (unless be paid over by such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII. Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order and at the expense of the Issuer. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company shall promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (c) of the Trustee, in writing, definition of any failure by it so to actthe term Permitted Investments. Upon their appointment as Paying Agent, the Company shall The Issuer will cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Company or the Trustee, Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the TrusteeIndenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent shallwill:
(a1) allocate all sums received for payment to the Holders of Bonds on each Payment Date among such Holders in the proportion specified in the applicable Payment Date Statement, in each case to the extent permitted by applicable law;
(2) hold all sums held by it for the payment of amounts due with respect to the principal of and premium, if any, or interest, if any, on such Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;
(b3) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of the Bonds if at any time the Paying Agent ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment;
(4) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee written notice of any failure Default by the Company Issuer (or any other obligor upon such the Bonds) to make in the making of any payment of principal of or premium, if any, or interest, if any, on such Bonds; andrequired to be made with respect to any Bonds for which it is acting as Paying Agent;
(c5) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such failureDefault, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent Agent; and
(6) comply with all requirements of the Code, and furnish all regulations thereunder, with respect to withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith; provided, however, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on any of the Bonds, the Issuer has provided the calculations pertaining thereto to the Indenture Trustee such information as it possesses regarding and the names and addresses of the Persons entitled to such sumsPaying Agent. The Company Issuer may at any time paytime, for the purpose of obtaining the satisfaction and discharge of this Indenture or any other purpose, by Company Issuer Order direct any Paying Agent to payAgent, if other than the Indenture Trustee, to pay to the Indenture Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IXAgent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Unless otherwise prescribed Any money held by applicable law, any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Company, Agent in trust for the payment of the principal of and premium, if any, or interest, if any, on any amount due with respect to any Bond and remaining unclaimed for two and one-half years after such principal and premium, if any, or interest, if any, amount has become due and payable shall be paid to the Company Holder of such Bond (or if earlier, three months before the date on Company Request, or, if then held by the Company, which such amount would escheat to a governmental entity under applicable law) shall be discharged from such trust without further action by and paid to the Company, Trustee or any Paying AgentIssuer; and, upon such payment or discharge, and the Holder of such Bond shallshall thereafter, as an unsecured general creditor and not as the Holder of an Outstanding Bondcreditor, look only to the Company Issuer for payment thereof (but only to the extent of the amount amounts so due and payable and remaining unpaidpaid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, money shall thereupon cease; provided. The Indenture Trustee may adopt and employ, however, that the Trustee or such Paying Agent, before being required to make any such payment to the Company, shall, upon receipt of a Company Request and at the expense of the CompanyIssuer, cause any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to be delivered, on one occasion only, notice Holders whose Bonds have been called but have not been surrendered for redemption or whose right to such Holder that such money remains unclaimed or interest in moneys due and that, after a date specified therein, which shall payable but not be less than thirty (30) days claimed is determinable from the date records of the Indenture Trustee or any Agent, at the last address of record for each such notice, any unclaimed balance of such money then remaining will be paid to the CompanyHolder).
Appears in 2 contracts
Sources: Indenture (Fund America Investors Corp Ii), Indenture (Fund America Investors Corp Ii)
Money for Bond Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to the Bonds of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on any of such Bonds, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall promptly notify the Trustee, in writing, of any failure by the Company (or any other obligor on such Bonds) to make any payment of principal of or premium, if any, or interest, if any, on such Bonds. Whenever the Company Issuer shall have one or more Paying Agents for Agents, the Bonds of any series, or any Tranche thereof, it shallTrustee will, on each Payment Date or before each due date of Redemption Date, withdraw from the principal of and premiumCollateral Proceeds Account and, if anyapplicable, the Reserve Fund and interest, if any, on such Bonds, deposit with such Paying Agents sums Agent cash in an amount sufficient (without duplication) to pay the principal and premium of or interest so becoming dueon the Bonds with respect to the related Interest Accrual Period, such sums sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such Paying Agent is the Trustee) the Company shall Issuer will promptly notify the Trustee, in writing, Bond Insurer and the Trustee of any its action or failure by it to so to act. Upon their appointment as The initial Paying Agent shall be the Trustee. Any additional or successor Paying Agent shall be appointed by Issuer Order. The Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities. The Issuer will cause each Paying Agent, the Company shall cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Company or the Trustee, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shallwill:
(a1) hold all sums amounts held by it for the payment of the principal of and premium, if any, or interest, if any, interest on such the Bonds in trust for the benefit of the Persons entitled thereto until such sums amounts shall be paid to such Persons or otherwise disposed of as herein provided and pay such amounts to such Persons as herein provided;
(b2) give the Bond Insurer and the Trustee written notice of any failure Default by the Company Issuer (or any other obligor upon such the Bonds) to make in the making of any payment of principal of or premium, if any, or interest, if any, on such Bonds; and
(c3) at any time during the continuance of any such failureDefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums amounts so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of the Persons entitled to such sumsAgent. The Company Issuer may at any time time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Issuer Order direct any Paying Agent to pay, to the Trustee all sums amounts held in trust by the Company Issuer or such Paying Agent, such sums amounts to be held by the Trustee upon the same trusts as those upon which such sums amounts were held by the Company Issuer or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IXAgent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Unless otherwise prescribed by applicable law, any Any money deposited with the Trustee or any Paying Agent, or then held by the CompanyIssuer, in trust for the payment of the principal of and premium, if any, or interest, if any, interest on any Bond and remaining unclaimed for two six years after such principal and premium, if any, or interest, if any, has become due and payable the related Payment Date shall be paid to the Company Issuer on Company Issuer Request, or, or (if then held by the Company, Issuer) shall be discharged from such trust without further action by the Company, Trustee or any Paying Agenttrust; and, upon such payment or discharge, and the Holder of such Bond shallshall thereafter, as an unsecured general creditor and not as the Holder of an Outstanding Bondcreditor, look only to the Company Issuer for payment of the amount so due and payable and remaining unpaidthereof, and all liability of the Trustee or such Paying Agent with respect to such trust moneymoney (but only to the extent of the amounts so paid to the Issuer), and all liability of the Company Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment to the Companyrelease of payment, shall, upon receipt of a Company Request and may at the expense of the Company, Issuer cause to be deliveredpublished once, in a newspaper published in the English language, customarily published on one occasion onlyeach Business Day and of general circulation in New York, New York and in the city in which the Issuer's office is located pursuant to Section 9.01, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such noticepublication, any unclaimed balance of such money then remaining will be paid repaid to the CompanyIssuer. The Trustee may also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such release of payment (including, but not limited to, mailing notice of such release to Holders whose Bonds have been called but have not been surrendered for redemption or whose right to or interest in funds due and payable but not claimed is determinable from the records of any Paying Agent, at the last address of record of each such Holder).
Appears in 1 contract
Money for Bond Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to the Bonds of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on any of such Bonds, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall promptly notify the Trustee, in writing, Trustee of any failure by the Company (or any other obligor on such Bonds) to make any payment of principal of or premium, if any, or interest, if any, on such Bonds. Whenever the Company shall have one or more Paying Agents for the Bonds of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on such Bonds, deposit with such Paying Agents sums sufficient (without duplication) to pay the principal and premium or interest so becoming due, such sums to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee, in writing, Trustee of any failure by it so to act. Upon their appointment as Paying Agent, the Company shall cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Company or the Trustee, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall:
(a) hold all sums held by it for the payment of the principal of and premium, if any, or interest, if any, on such Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;
(b) give the Trustee written notice of any failure by the Company (or any other obligor upon such Bonds) to make any payment of principal of or premium, if any, or interest, if any, on such Bonds; and
(c) at any time during the continuance of any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of the Persons entitled to such sums. The Company may at any time pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IXVIII; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Unless otherwise prescribed by applicable law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of and premium, if any, or interest, if any, on any Bond and remaining unclaimed for two years after such principal and premium, if any, or interest, if any, has become due and payable shall be paid to the Company on Company Request, or, if then held by the Company, shall be discharged from such trust without further action by the Company, Trustee or any Paying Agent; and, upon such payment or discharge, the Holder of such Bond shall, as an unsecured general creditor and not as the Holder of an Outstanding Bond, look only to the Company for payment of the amount so due and payable and remaining unpaid, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment to the Company, shall, upon receipt of a Company Request and at the expense of the Company, cause to be deliveredmailed, on one occasion only, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such noticemailing, any unclaimed balance of such money then remaining will be paid to the Company.
Appears in 1 contract
Money for Bond Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Bonds which are to be made from amounts withdrawn from the Company related Bond Account pursuant to Section 8.02(b) shall at any time act be made on behalf of the Issuer by the Indenture Trustee or another Paying Agent, and, except as its own provided in the related Terms Indenture, no amounts so withdrawn from a Bond Account for payments of Bonds shall be paid over to the Issuer except as provided in this Section 3.03 or as provided in Section 5.06 and 8.02 (and the related Terms Indenture). Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order. The Issuer shall not appoint any Paying Agent that does not, at the time of such appointment, meet the qualification and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect to any Series, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered the instrument provided for in the second following paragraph or (iii) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent for such Series. Whenever the Issuer shall have one or more Paying Agents, it will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g)), on or before the Business Day next preceding each Payment Date, Redemption Date and Special Redemption Date for each Series, an aggregate sum sufficient to pay the amounts then becoming due with respect to the Bonds of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on any of such Bonds, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall promptly notify the Trustee, in writing, of any failure by the Company (or any other obligor on such Bonds) to make any payment of principal of or premium, if any, or interest, if any, on such Bonds. Whenever the Company shall have one or more Paying Agents for the Bonds of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on such Bonds, deposit with such Paying Agents sums sufficient (without duplication) to pay the principal and premium or interest so becoming dueSeries, such sums sum to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled to such principal, premium or interestthereto, and (unless such Paying Agent is the Indenture Trustee) the Company shall Issuer will promptly notify the Trustee, in writing, Indenture Trustee of any its action or failure by it so to act. Upon their appointment as Any monies deposited with a Paying Agent, the Company shall cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Company or the Indenture Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIII. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the TrusteeIndenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent shallwill:
(ai) hold all sums held received by it for the payment of the principal of and premium, if any, or interest, if any, on such Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will pay such sums to such Persons as herein provided;
(bii) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee written notice of any failure default by the Company (or any other obligor upon such Bonds) to make Issuer in the making of any payment of principal of or premium, if any, or interest, if any, on such Bonds; andrequired to be made with respect to any Series for which it is acting as Paying Agent;
(ciii) at any time during the continuance of any such failuredefault, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;
(iv) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and furnish forthwith pay to the Trustee such information as successor Paying Agent all sums held by it possesses regarding in trust for the names payment of Bonds if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and
(v) comply with all requirements imposed upon it under the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and addresses of the Persons entitled with respect to such sumsany applicable reporting requirements in connection therewith. The Company Issuer may at any time paytime, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Company Issuer Order direct any Paying Agent to pay, pay to the Indenture Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts trust as those upon which such the sums were held by the Company or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IXAgent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Unless otherwise prescribed by Subject to the applicable lawrequirements of abandoned property laws, any money deposited with the Trustee or held by any Paying Agent, or then held by the Company, Agent in trust for the payment of the principal of and premium, if any, or interest, if any, on any amount due with respect to any Bond and remaining unclaimed for two years after such principal and premium, if any, or interest, if any, amount has become due and payable shall be paid to the Company on Company Request, or, if then held by the Company, shall be discharged from such trust without further action by the Company, Trustee or any Paying Agent; and, upon such payment or dischargeunless otherwise provided in the related Terms Indenture, shall be paid to the Issuer on Issuer Request; and the Holder of such Bond shallshall thereafter, as an unsecured general creditor and not as the Holder of an Outstanding Bondcreditor, look only to the Company Issuer for payment thereof (but only to the extent of the amount amounts so due and payable and remaining unpaidpaid to the Issuer), and all liability of the Trustee Issuer or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, money shall thereupon cease; provided, provided however, that the Trustee Issuer or such Paying Agent, before being required to make any such payment to the Company, shall, upon receipt of a Company Request and at the expense of the Company, Agent shall cause to be deliveredpublished once, in a newspaper published in the English language, customarily published on one occasion onlyeach Business Day and of general circulation in the City of New York and in the city in which the Corporate Trust Office is then located, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such noticepublication, any unclaimed balance of such money then remaining will be paid to the CompanyIssuer (the cost of such publication to be paid out of such unclaimed funds or, if that is prohibited by law, by the Issuer).
Appears in 1 contract
Money for Bond Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent All payments of amounts due and payable with respect to any Bonds that are to be made from amounts withdrawn from the Bond Account pursuant to Section 8.02(c) or Section 5.07 shall be made on behalf of the Issuer by the Paying Agent, and no amounts so withdrawn from the Bond Account for payments of Bonds shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 or in Section 5.07 or Section 8.02. With respect to Definitive Bonds, if the Issuer shall have a Paying Agent that is not also the Bond Registrar, such Bond Registrar shall furnish, no later than the fifth calendar day after each Record Date, a list, in such form as such Paying Agent may reasonably require, of any series, or any Tranche thereofthe names and addresses of the Holders of Bonds and of the number of Individual Bonds held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Indenture Trustee, it shallwill, on or before the Business Day next preceding each due date of Payment Date direct the principal of and premium, if any, and interest, if any, on any of Indenture Trustee to deposit with such Bonds, segregate and hold in trust for the benefit of the Persons entitled thereto a Paying Agent an aggregate sum sufficient to pay the principal and premium or interest so amounts then becoming due until (to the extent funds are then available for such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall promptly notify purpose in the Trustee, in writing, of any failure by the Company (or any other obligor on such Bonds) to make any payment of principal of or premium, if any, or interest, if any, on such Bonds. Whenever the Company shall have one or more Paying Agents for the Bonds of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on such Bonds, deposit with such Paying Agents sums sufficient (without duplication) to pay the principal and premium or interest so becoming dueBond Account), such sums sum to be held in trust for the benefit of the Persons entitled thereto. Any moneys deposited with a Paying Agent in excess of an amount sufficient to pay the amounts then becoming due on the Bonds with respect to which such principaldeposit was made shall, premium or interestupon Issuer Order, and (unless be paid over by such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII. Subject to the prior consent of the Bond Insurer, any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order and at the expense of the Issuer. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company shall promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (c) of the Trustee, in writing, definition of any failure by it so to actthe term Permitted Investments. Upon their appointment as Paying Agent, the Company shall The Issuer will cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Company or the Trustee, Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the TrusteeIndenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent shallwill:
(a1) allocate all sums received for payment to the Holders of Bonds on each Payment Date among such Holders in the proportion specified in the applicable Payment Date Statement, in each case to the extent permitted by applicable law;
(2) hold all sums held by it for the payment of amounts due with respect to the principal of and premium, if any, or interest, if any, on such Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;
(b3) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of the Bonds if at any time the Paying Agent ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment;
(4) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee written notice of any failure Default by the Company Issuer (or any other obligor upon such the Bonds) to make in the making of any payment of principal of or premium, if any, or interest, if any, on such Bonds; andrequired to be made with respect to any Bonds for which it is acting as Paying Agent;
(c5) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such failureDefault, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent Agent; and
(6) comply with all requirements of the Code, and furnish all regulations thereunder, with respect to withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith; provided, however, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on any of the Bonds, the Issuer has provided the calculations pertaining thereto to the Indenture Trustee such information as it possesses regarding and the names and addresses of the Persons entitled to such sumsPaying Agent. The Company Issuer may at any time paytime, for the purpose of obtaining the satisfaction and discharge of this Indenture or any other purpose, by Company Issuer Order direct any Paying Agent to payAgent, if other than the Indenture Trustee, to pay to the Indenture Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IXAgent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Unless otherwise prescribed Any money held by applicable law, any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Company, Agent in trust for the payment of the principal of and premium, if any, or interest, if any, on any amount due with respect to any Bond and remaining unclaimed for two and one-half years after such principal and premium, if any, or interest, if any, amount has become due and payable shall be paid to the Company Holder of such Bond (or if earlier, three months before the date on Company Request, or, if then held by the Company, which such amount would escheat to a governmental entity under applicable law) shall be discharged from such trust without further action by and paid to the Company, Trustee or any Paying AgentIssuer; and, upon such payment or discharge, and the Holder of such Bond shallshall thereafter, as an unsecured general creditor and not as the Holder of an Outstanding Bondcreditor, look only to the Company Issuer for payment thereof (but only to the extent of the amount amounts so due and payable and remaining unpaidpaid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, money shall thereupon cease; provided. The Indenture Trustee may adopt and employ, however, that the Trustee or such Paying Agent, before being required to make any such payment to the Company, shall, upon receipt of a Company Request and at the expense of the CompanyIssuer, cause any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to be delivered, on one occasion only, notice Holders whose Bonds have been called but have not been surrendered for redemption or whose right to such Holder that such money remains unclaimed or interest in moneys due and that, after a date specified therein, which shall payable but not be less than thirty (30) days claimed is determinable from the date records of the Indenture Trustee or any Agent, at the last address of record for each such notice, any unclaimed balance of such money then remaining will be paid to the CompanyHolder).
Appears in 1 contract
Money for Bond Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to the Bonds of any series, or any Tranche thereofAgent, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, or interest on any of such the Bonds, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company provided and shall promptly notify the Trustee, in writing, Trustee of any its action or failure by the Company (or any other obligor on such Bonds) so to make any payment of principal of or premium, if any, or interest, if any, on such Bondsact. Whenever the Company shall have one or more Paying Agents for the Bonds of any series, or any Tranche thereofBonds, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, or interest on such any Bonds, irrevocably deposit with such a Paying Agents sums Agent a sum sufficient (without duplication) to pay the such principal and premium or interest so becoming due, such sums sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee, Trustee in writing, writing of such action or any failure by it so to act. Upon their appointment as Each Paying Agent, the Company shall cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Company or the Trustee, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this SectionSection 4.3, that such Paying Agent shall:
(ai) hold all sums held by it for the payment of the principal of and premium, if any, or interest, if any, interest on such Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein herein; provided, however, such sums need not be segregated from other funds held by it, except as required by law;
(bii) give the Trustee written notice of any failure default by the Company (Company, any of the Guarantors or any other obligor upon such Bonds) to make the Bonds in the making of any payment of principal of or premium, if any, or interest, if any, on such Bonds; and
(ciii) at any time during the continuance of any such failuredefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company shall cause each Paying Agent (other than the Principal Paying Agent and furnish the Luxembourg Paying Agent) to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee such information to act as it possesses regarding the names and addresses of the Persons entitled to such sumsa Paying Agent in accordance with this Section 4.3. The Company may at any time time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IXAgent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such moneysums. Unless otherwise prescribed by applicable law, any Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of and premium, if any, or interest, if any, interest on any Bond and remaining unclaimed for two years after such principal and premium, if any, or interest, if any, interest has become due and payable shall be paid to the Company on Company Requestat the request of the Company, or, or (if then held by the Company, ) shall be discharged from such trust without further action by the Company, Trustee or any Paying Agenttrust; and, upon such payment or discharge, and the Holder of such Bond shallshall thereafter, as an unsecured general creditor and not as the Holder of an Outstanding Bondcreditor, look only to the Company for payment of the amount so due and payable and remaining unpaidthereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment to the Companyrepayment, shall, upon receipt of a Company Request request and at the expense of the Company, cause to be deliveredpublished once, in a newspaper published in the English language, customarily published on one occasion onlyeach Business Day and of general circulation in (i) the Borough of Manhattan, The City of New York and (ii) so long as the Bonds continue to be listed on the Luxembourg Stock Exchange (and if so required by the Luxembourg Stock Exchange), Luxembourg, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such noticepublication, any unclaimed balance of such money then remaining will shall be paid repaid to the Company.
Appears in 1 contract
Sources: Indenture
Money for Bond Payments to Be Held in Trust. If the Company Depositor shall at any time act as its own Paying Agent with respect to the Bonds of any series, or any Tranche thereofAgent, it shallwill, on or before each due date Payment Date, Redemption Date or Special Redemption Date for a Series of the principal of and premium, if any, and interest, if any, on any of such Bonds, segregate and hold in trust for the benefit of the Persons Person entitled thereto a sum sufficient to pay the principal and premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall , and will promptly notify the Trustee, in writing, Trustee of any its action or failure by the Company (or any other obligor on such Bonds) so to make any payment of principal of or premium, if any, or interest, if any, on such Bondsact. Whenever the Company Depositor shall have one or more Paying Agents for Agents, the Bonds of any series, or any Tranche thereof, it shallTrustee will, on or before each due date Payment Date, Redemption Date or Special Redemption Date for a Series of the principal of and premium, if any, and interest, if any, on such Bonds, deposit with such Paying Agents sums Agent cash, Certificates of Deposit or a Letter of Credit in an amount sufficient (without duplication) to pay the principal and premium or interest so becoming duedue (to the extent funds are then available for such purposes), such sums sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such Paying Agent is the Trustee) the Company shall Depositor will promptly notify the Trustee, in writing, Trustee of any its action or failure by it so to act. Upon their appointment as The Depositor will cause each Paying Agent, the Company shall cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Company or the Trustee, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shallwill:
(a1) hold all sums held by it for the payment of the principal of and premium, if any, or interest, if any, interest on such the Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;
(b2) give the Trustee written notice of any failure Default by the Company Depositor (or any other obligor upon such the Bonds) to make in the making of any payment of principal of or premium, if any, or interest, if any, on such Bonds; and
(c3) at any time during the continuance of any such failureDefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of the Persons entitled to such sumsAgent. The Company Depositor may at any time time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Depositor Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company Depositor or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company Depositor or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IXAgent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Unless otherwise prescribed by applicable law, any Any money deposited with the Trustee or any Paying Agent, or then held by the CompanyDepositor, in trust for the payment of the principal of and premium, if any, or interest, if any, interest on any Bond and remaining unclaimed for two [______] years after such principal and premium, if any, or interest, if any, interest has become due and payable shall be paid to the Company Holder of such Bond (or if earlier, [____ months] before the date on Company Request, or, if then held by the Company, which such amount would escheat to a governmental entity under applicable law) shall be discharged from such trust without further action by and paid to the Company, Trustee or any Paying AgentDepositor; and, upon such payment or discharge, and the Holder of such Bond shallshall thereafter, as an unsecured general creditor and not as the Holder of an Outstanding Bondcreditor, look only to the Company Depositor for payment of the amount so due and payable and remaining unpaidthereof, and all liability of the Trustee or such Paying Agent with respect to such trust moneymoney (but only to the extent of the amounts so paid to the Depositor), and all liability of the Company Depositor as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment to the Companyrelease of payment, shall, upon receipt of a Company Request and may at the expense of the Company, Depositor cause to be deliveredpublished once, in a newspaper published in the English language, customarily published on one occasion onlyeach Business Day and of general circulation in New York, New York and in the city in which the Corporate Trust Office is located, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days [___ days] from the date of such noticepublication, any unclaimed balance of such money then remaining will be paid repaid to the CompanyDepositor. The Trustee may adopt and employ, at the expense of the Depositor, any reasonable means of notification of such release of payment (including, but not limited to, mailing notice of such release to Holders whose Bonds have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Trustee or any Paying Agent, at the last address of record of each such Holder).
Appears in 1 contract
Money for Bond Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to the Bonds of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on any of such Bonds, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall promptly notify the Trustee, in writing, Trustee of any failure by the Company (or any other obligor on such Bonds) to make any payment of principal of or premium, if any, or interest, if any, on such Bonds. Whenever the Company shall have one or more Paying Agents for the Bonds of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on such Bonds, deposit with such Paying Agents sums sufficient (without duplication) to pay the principal and premium or interest so becoming due, such sums to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee, in writing, Trustee of any failure by it so to act. Upon their appointment as Paying Agent, the Company shall cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Company or the Trustee, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall:
(a) hold all sums held by it for the payment of the principal of and premium, if any, or interest, if any, on such Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;
(b) give the Trustee written notice of any failure by the Company (or any other obligor upon such Bonds) to make any payment of principal of or premium, if any, or interest, if any, on such Bonds; and
(c) at any time during the continuance of any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of the Persons entitled to such sums. The Company may at any time pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IXVIII; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Unless otherwise prescribed by applicable law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of and premium, if any, or interest, if any, on any Bond and remaining unclaimed for two years after such principal and premium, if any, or interest, if any, has become due and payable shall be paid to the Company on Company Request, or, if then held by the Company, shall be discharged from such trust without further action by the Company, Trustee or any Paying Agent; and, upon such payment or discharge, the Holder of such Bond shall, as an unsecured general creditor and not as the Holder of an Outstanding Bond, look only to the Company for payment of the amount so due and payable and remaining unpaid, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment to the Company, shall, upon receipt of a Company Request and at the expense of the Company, cause to be deliveredmailed, on one occasion only, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such noticemailing, any unclaimed balance of such money then remaining will be paid to the Company.
Appears in 1 contract
Sources: Indenture (Pg&e Corp)
Money for Bond Payments to Be Held in Trust. (a) If the Company shall at any time act as its own Paying Agent with respect to the Bonds of any series, or any Tranche thereofAgent, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, or interest on any of such the Bonds, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company provided and shall promptly notify the Trustee, in writing, Trustee of any its action or failure by the Company so to act.
(or any other obligor on such Bondsb) to make any payment of principal of or premium, if any, or interest, if any, on such Bonds. Whenever the Company shall have one or more Paying Agents for the Bonds of any series, or any Tranche thereofBonds, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, or interest on such any Bonds, irrevocably deposit with such a Paying Agents sums Agent a sum sufficient (without duplication) to pay the such principal and premium or interest so becoming due, such sums sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee, Trustee in writing, writing of such action or any failure by it so to act. Upon their appointment as .
(c) Each Paying Agent, the Company shall cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Company or the Trustee, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this SectionSection 4.4, that such Paying Agent shall:
(ai) hold all sums held by it for the payment of the principal of and premium, if any, or interest, if any, interest on such Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein herein; provided, however, such sums need not be segregated from other funds held by it, except as required by law;
(bii) give the Trustee written notice of any failure default by the Company (Company, any Guarantor or any other obligor upon such Bonds) to make the Bonds in the making of any payment of principal of or premium, if any, or interest, if any, on such Bonds; and
(ciii) at any time during the continuance of any such failuredefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.
(d) The Company shall cause each Paying Agent (other than the Principal Paying Agent) to execute and furnish to deliver an instrument in which such Paying Agent shall agree with the Trustee such information to act as it possesses regarding the names and addresses of the Persons entitled to such sums. a Paying Agent in accordance with this Section 4.4.
(e) The Company may at any time time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IXAgent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Unless otherwise prescribed by applicable law, any sums.
(f) Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of and premium, if any, or interest, if any, interest on any Bond and remaining unclaimed for two years after such principal and premium, if any, or interest, if any, interest has become due and payable shall be paid to the Company on Company Requestat the request of the Company, or, or (if then held by the Company, ) shall be discharged from such trust without further action by the Company, Trustee or any Paying Agenttrust; and, upon such payment or discharge, and the Holder of such Bond shallshall thereafter, as an unsecured general creditor and not as the Holder of an Outstanding Bondcreditor, look only to the Company for payment of the amount so due and payable and remaining unpaidthereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment to the Companyrepayment, shall, upon receipt of a Company Request request and at the expense of the Company, cause to be deliveredpublished once, in a newspaper published in the English language, customarily published on one occasion onlyeach Business Day and of general circulation in (i) the Borough of Manhattan, The City of New York and (ii) if and so long as the Bonds continue to be listed on the EuroMTF Market of the Exchange (and if so required by the Exchange), Luxembourg, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such noticepublication, any unclaimed balance of such money then remaining will shall be paid repaid to the Company.
Appears in 1 contract
Sources: Indenture
Money for Bond Payments to Be Held in Trust. (1) The Company hereby appoints the Trustee as the initial Paying Agent for amounts due on the Bonds. The Company may appoint any other Person to act as Paying Agent to perform all functions of Paying Agent under this Indenture, as fully to all intents and purposes as though the Paying Agent has been expressly authorized to perform such functions. Whenever the Company shall have one or more Paying Agents, the Trustee shall, prior to each due date of the principal of or any premium or interest on any Bonds, deposit with such Paying Agent a sum sufficient to pay such amount, such sum to be held in trust pursuant to this Indenture. If the Company shall at any time act as its own Paying Agent with respect to the Bonds of any series, or any Tranche thereofBonds, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, or any premium or interest on any of such the Bonds, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient the proceeds deposited with it pursuant to pay the principal and premium or interest so becoming due preceding paragraph until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall in this Indenture provided and will promptly notify the Trustee, Trustee and the Insurer (so long as no Insurer Default has occurred and in writing, continuing) of any its action or failure by the Company (or any other obligor on such Bonds) to make any payment of principal of or premium, if any, or interest, if any, on such Bonds. Whenever the Company shall have one or more Paying Agents for the Bonds of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on such Bonds, deposit with such Paying Agents sums sufficient (without duplication) to pay the principal and premium or interest so becoming due, such sums to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee, in writing, of any failure by it so to act. Upon their appointment as Paying Agent, the The Company shall cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Company or the Trustee, Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this SectionSection 11.03, that such Paying Agent shall:
will (ai) comply with the provisions of this Indenture applicable to it as a Paying Agent; (ii) hold all sums held by it for the payment of amounts due with respect to the principal of and premium, if any, or interest, if any, on such Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein in this Indenture provided and pay such sums to such Persons as in this Indenture provided;
; (biii) give the Trustee written Trustee, with a copy to the Insurer (so long as no Insurer Default has occurred and in continuing), prompt notice of any failure default by the Company of which it has actual knowledge in the making of any payment required to be made with respect to the Bonds; and (iv) during the continuance of any default by the Company (or any other obligor upon such the Bonds) to make in the making of any payment in respect of principal of or premium, if any, or interest, if any, on such the Bonds; and
(c) at any time during the continuance of any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of the Persons entitled to such sumssuch. The Company may at any time time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IXAgent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Unless otherwise prescribed by applicable law, any .
(2) Any money deposited by the Company with the Trustee Trustee, or deposited with any Paying Agent, or then held by the Company, in trust for the payment of the principal of and premium, if any, or interest, if any, any Optional Redemption Price or interest on any Bond Bonds and remaining unclaimed for until the later of (i) two years after such principal and premiumprincipal, if any, the Optional Redemption Price or interest, if any, interest has become due and payable and (ii) the termination of the Policy, whether on its terms or otherwise, shall be paid to the Company on Company Request, or, or (if then held by the Company, ) shall be discharged from such trust without further action by the Company, Trustee or any Paying Agenttrust; and, upon such payment or discharge, and the Holder of such Bond shallshall thereafter, as an unsecured general creditor and not as the Holder of an Outstanding Bondcreditor, look only to the Company for payment of the amount so due and payable and remaining unpaidthereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, provided however, that the Trustee or such Paying Agent, Agent before being required to make any such payment to the Companyrepayment, shall, upon receipt of a Company Request and may at the expense of the Company, Company cause to be deliveredpublished once, in a newspaper published in the English language, customarily published on one occasion onlyeach Business Day and of general circulation in The City of New York, New York, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such noticepublication, any unclaimed balance of such money then remaining will be paid repaid to the Company.
Appears in 1 contract
Sources: Indenture (NRG Energy Inc)
Money for Bond Payments to Be Held in Trust. If Subject to the Company provisions of Section 6.05, if applicable, if the Issuer shall at any time act as its own Paying Agent with respect to the Bonds of any series, or any Tranche thereofAgent, it shallwill, on or before each due date Payment Date, Redemption Date or Special Redemption Date for a Series of the principal of and premium, if any, and interest, if any, on any of such Bonds, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall , and will promptly notify the Trustee, in writing, Trustee of any its action or failure by the Company (or any other obligor on such Bonds) so to make any payment of principal of or premium, if any, or interest, if any, on such Bondsact. Whenever the Company Issuer shall have one or more Paying Agents for Agents, the Bonds of any series, or any Tranche thereof, it shall, Issuer will on or before each due Payment Date, Redemption Date, Special Redemption Date or other date of the principal payment for a Series of and premium, if any, and interest, if any, on such Bonds, deposit with such Paying Agents sums Agent a sum sufficient (without duplication) to pay the principal and premium or interest so becoming duedue (to the extent funds are then available for such purposes), such sums sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such Paying Agent is the Trustee) , the Company shall Issuer will promptly notify the Trustee, in writing, Trustee of any it action or failure by it so to act. Upon their appointment as Paying Agent, the Company shall The Issuer will cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Company or the Trustee, Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shallwill:
(a1) hold all sums held by it for the payment of the principal of and premium, if any, or interest, if any, interest on such the Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;
(b2) give the Trustee written notice of any failure default by the Company (or Issuer for any other obligor upon such the Bonds) to make in the making of any payment of principal of or premium, if any, or interest, if any, on such Bonds; and
(c3) at any time during the continuance of any such failuredefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of the Persons entitled to such sumsAgent. The Company Issuer may at any time time, for the purpose of obtaining the satisfaction and discharge of this Standard Provisions Indenture or for any other purpose, pay, or by Company Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company Issuer or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company Issuer or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IXPayment Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Unless otherwise prescribed by applicable law, any Any money deposited with the Trustee or any Paying Agent, Agent or then held by the CompanyIssuer, in trust for the payment of the principal of and premium, if any, or interest, if any, interest on any Bond and remaining unclaimed for two six years after such principal and premium, if any, or interest, if any, interest has become due and payable shall be paid to the Company on Company Issuer upon the Issuer's Request, or, or (if then held by the Company, Issuer) shall be discharged from such trust without further action by the Company, Trustee or any Paying Agenttrust; and, upon such payment or discharge, and the Holder of such Bond shallshall thereafter, as an unsecured general creditor and not as the Holder of an Outstanding Bondcreditor, look only to the Company Issuer for payment of the amount so due and payable and remaining unpaidthereof, and all liability of the Trustee or such Paying Agent with respect to such trust moneymoney (but only to the extent of the amounts so paid to the Issuer), and all liability of the Company Issuer as trustee thereofwith respect to such trust money, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment to the Companyrelease of payment, shall, upon receipt of a Company Request and may at the expense of the Company, Issuer cause to be deliveredpublished once, in a newspaper published in the English language, customarily published on one occasion onlyeach Business Day and of general circulation in the city in which the Corporate Trust Office is located, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from after the date of such noticepublication, any unclaimed balance of such money then remaining will be paid repaid to the CompanyIssuer. The Trustee may also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such release of payment (including, but not limited to, mailing notice of such release to Holders whose Bonds have been called but have not been surrendered for redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the records of any Paying Agent, at the last address of record for each such Holder).
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Sources: Indenture (CRSM Securities Inc)
Money for Bond Payments to Be Held in Trust. If the Company Depositor shall at any time act as its own Paying Agent with respect to the Bonds of any series, or any Tranche thereofAgent, it shallwill, on or before each due date Payment Date, Redemption Date or Special Redemption Date for a Series of the principal of and premium, if any, and interest, if any, on any of such Bonds, segregate and hold in trust for the benefit of the Persons Person entitled thereto a sum sufficient to pay the principal and premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall , and will promptly notify the Trustee, in writing, Trustee of any its action or failure by the Company (or any other obligor on such Bonds) so to make any payment of principal of or premium, if any, or interest, if any, on such Bondsact. Whenever the Company Depositor shall have one or more Paying Agents for Agents, the Bonds of any series, or any Tranche thereof, it shallTrustee will, on or before each due date Payment Date, Redemption Date or Special Redemption Date for a Series of the principal of and premium, if any, and interest, if any, on such Bonds, deposit with such Paying Agents sums Agent cash, Certificates of Deposit or a Letter of Credit in an amount sufficient (without duplication) to pay the principal and premium or interest so becoming duedue (to the extent funds are then available for such purposes), such sums sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such Paying Agent is the Trustee) the Company shall Depositor will promptly notify the Trustee, in writing, Trustee of any its action or failure by it so to act. Upon their appointment as The Depositor will cause each Paying Agent, the Company shall cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Company or the Trustee, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shallwill:
(a1) hold all sums held by it for the payment of the principal of and premium, if any, or interest, if any, interest on such the Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;
(b2) give the Trustee written notice of any failure Default by the Company Depositor (or any other obligor upon such the Bonds) to make in the making of any payment of principal of or premium, if any, or interest, if any, on such Bonds; and
(c3) at any time during the continuance of any such failureDefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of the Persons entitled to such sumsAgent. The Company Depositor may at any time time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Depositor Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company Depositor or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company Depositor or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IXAgent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Unless otherwise prescribed by applicable law, any Any money deposited with the Trustee or any Paying Agent, or then held by the CompanyDepositor, in trust for the payment of the principal of and premium, if any, or interest, if any, interest on any Bond and remaining unclaimed for two and one-half years after such principal and premium, if any, or interest, if any, interest has become due and payable shall be paid to the Company Holder of such Bond (or if earlier, three months before the date on Company Request, or, if then held by the Company, which such amount would escheat to a governmental entity under applicable law) shall be discharged from such trust without further action by and paid to the Company, Trustee or any Paying AgentDepositor; and, upon such payment or discharge, and the Holder of such Bond shallshall thereafter, as an unsecured general creditor and not as the Holder of an Outstanding Bondcreditor, look only to the Company Depositor for payment of the amount so due and payable and remaining unpaidthereof, and all liability of the Trustee or such Paying Agent with respect to such trust moneymoney (but only to the extent of the amounts so paid to the Depositor), and all liability of the Company Depositor as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment to the Companyrelease of payment, shall, upon receipt of a Company Request and may at the expense of the Company, Depositor cause to be deliveredpublished once, in a newspaper published in the English language, customarily published on one occasion onlyeach Business Day and of general circulation in New York, New York and in the city in which the Corporate Trust Office is located, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such noticepublication, any unclaimed balance of such money then remaining will be paid repaid to the CompanyDepositor. The Trustee may adopt and employ, at the expense of the Depositor, any reasonable means of notification of such release of payment (including, but not limited to, mailing notice of such release to Holders whose Bonds have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Trustee or any Paying Agent, at the last address of record of each such Holder).
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