PARTICULAR COVENANTS OF THE CORPORATION. The Corporation hereby covenants and agrees for the benefit of each series of Debt Securities as follows: Section 6.01. The Corporation will duly and punctually pay the principal of (and premium, if any, on) each of the Debt Securities of such series, and the interest, if any, which shall have accrued thereon, at the dates and place and in the manner mentioned in such Debt Security, according to the true intent and meaning thereof. The interest, if any, on any Debt Security of such series shall be payable to the registered holder thereof as shown on the register of the Corporation and as provided in Section 2.04. When and as paid, all Debt Securities of such series shall be canceled and disposed of as provided in Section 15.05, and no Debt Securities of such series shall be issued under this Indenture in lieu thereof. Section 6.02. Until all the Debt Securities of such series shall have been paid or payment thereof provided for, the Corporation will maintain an office or agency in the Borough of Manhattan, The City of New York, or in such other jurisdiction as may be designated in writing by the Corporation, where the Debt Securities of such series may be presented for payment and for registration of transfer and exchange and where notices and demands in respect of this Indenture and of such Debt Securities may be served. The Corporation will from time to time give written notice to the Trustee of the location of such office or agency and of any change in the location of such office or agency. In case the Corporation shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the corporate trust office of the Trustee. Until otherwise designated by the Corporation in a written notice to the Trustee, such office or agency shall be the corporate trust office of the Trustee. Section 6.03. If the Corporation shall at any time act as its own paying agent, then, on or before the date on which the principal of (and premium, if any) or the interest, if any, on any of the Debt Securities of such series shall become payable, the Corporation will set apart and segregate and hold in trust for the benefit of the holders of the Debt Securities of such series a sum sufficient to pay such principal (and premium, if any) or interest, if any, which shall have so become payable and will notify the Trustee of its action or failure to act in that regard and of any failure by the Corporation or any other obligor upon the Debt Securities of such series to make any such payment. If the Corporation shall appoint, and at the time have, a paying agent for the payment of the principal of (and premium, if any) or interest, if any, on the Debt Securities of such series, then, on or prior to the date on which the principal of (and premium, if any) or interest, if any, on any of the Debt Securities of such series shall become payable as aforesaid, the Corporation will pay to such paying agent a sum sufficient to pay such principal (and premium, if any) or interest, if any, to be held in trust for the benefit of the holders of the Debt Securities of such series; and, if such paying agent shall be other than the Trustee, the Corporation will cause such paying agent 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
Appears in 1 contract
Samples: Indenture (Cit Group Inc)
PARTICULAR COVENANTS OF THE CORPORATION. The Corporation hereby covenants and agrees for the benefit of each series of Debt Securities as follows:
Section 6.01. The Corporation will duly and punctually pay the principal of (and premium, if any, on) each of the Debt Securities of such series, and the interest, if any, which shall have accrued thereon, at the dates and place and in the manner mentioned in such Debt Security, according to the true intent and meaning thereof. The interest, if any, on any Debt Security of such series shall be payable to the registered holder thereof as shown on the register of the Corporation and as provided in Section 2.04. When and as paid, all Debt Securities of such series shall be canceled and disposed of as provided in Section 15.05, and no Debt Securities of such series shall be issued under this Indenture in lieu thereof.
Section 6.02. Until all the If Debt Securities of such a series shall have been paid or payment thereof provided forare issuable only as Global Securities, the Corporation will maintain in each Place of Payment for that series an office or agency in the Borough of Manhattan, The City of New York, or in such other jurisdiction as may be designated in writing by the Corporation, where the Debt Securities of such that series may be presented or surrendered for payment and payment, an office or agency where Debt Securities of that series may be surrendered for registration of transfer and or exchange and where notices and demands to or upon the Corporation with respect to the Debt Securities of that series and this Indenture may be served. If Debt Securities of a series are issuable in definitive form, the Corporation will maintain (A) an office or agency (which may be the same office or agency) in a Place of Payment for that series in the United States where any Global Securities of that series may be presented or surrendered for payment, where any Global Securities of that series may be surrendered for registration of transfer, where Debt Securities of that series may be surrendered for exchange, where notices and demands to or upon the Corporation in respect of the Debt Securities of that series and this Indenture may be served and where definitive securities of such that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Debt Securities of that series and related coupons may be presented and surrendered for payment; provided, however, that if the Debt Securities of that series are listed on the Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Corporation will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United States, as the case may be, so long as the Debt Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Global Securities of that series may be surrendered for registration of transfer, where Debt Securities of that series may be surrendered for exchange and where notices and demands to or upon the Corporation in respect of the Debt Securities of that series and this Indenture may be served. The Corporation will from time to time give prompt written notice to the Trustee for the Debt Securities of that series of the location of such office or agency location, and of any change in the location location, of any such office or agency. In case If at any time the Corporation shall fail to give maintain any such notice of the location required office or agency in respect of any change in series of Debt Securities or shall fail to furnish the location Trustee for the Debt Securities of that series with the address thereof, such presentations (to the extent permitted by law), and surrenders of Debt Securities of that series may be made and notices and demands may be made and notices may be or served at the corporate trust office of such Trustee, except that securities issued in definitive form of that series and the Trusteerelated coupons may be presented and surrendered for payment at the offices specified in the Debt Security, and the Corporation hereby appoint the same as their agent to receive such respective presentations, surrenders, notices and demands. Until otherwise designated by No payment of principal (and premium, if any) or interest, if any, on securities issued in definitive form shall be made at any office or agency of the Corporation in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a written notice bank located in the United States. Payments will not be made in respect of securities issued in definitive form or coupons appertaining thereto pursuant to presentation to the TrusteeCorporation or its designated Paying Agents within the United States. Notwithstanding the foregoing, such office or agency shall be the corporate trust office payment of the Trustee.
Section 6.03. If the Corporation shall at any time act as its own paying agent, then, on or before the date on which the principal of (and premium, if any) or the and interest, if any, on any securities issued in definitive form denominated and payable in Dollars will be made at the office of the Corporation's Paying Agent in the United States, if, and only if, payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for that purpose by the Corporation in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions and the Corporation has delivered to the Trustee an Opinion of Counsel to that effect. The Corporation may also from time to time designate one or more other offices or agencies (in or outside the Place of Payment) where the Debt Securities of one or more series may be presented or surrendered for any or all of the purposes specified above in this Section and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Corporation of its obligation to maintain an office or agency in each Place of Payment for such purpose. The Corporation will give prompt written notice to the Trustee for the Debt Securities of each series so affected of any such designation or rescission and of any change in the location of any such office or agency.
(a) The Corporation agrees, for the benefit of the holders from time to time of the Debt Securities, that, until all of the Debt Securities of the applicable series are no longer outstanding or until moneys for the payment of all of the principal of and interest on all outstanding Debt Securities of such series shall have been made available at the principal office of the Paying Agents, whichever occurs earlier, there shall at all times be a Paying Agent hereunder. The Corporation agrees, for the benefit of the holders from time to time of the Debt Securities of any series denominated in euros, that, until all of the Debt Securities of the applicable series are no longer outstanding or until moneys for the payment of all of the principal of and interest on all outstanding Debt Securities of such series denominated in euros shall have been made available at the principal office of the London Paying Agent, whichever occurs earlier, there shall at all times be a London Paying Agent hereunder. The Corporation hereby appoints Bank One Trust Company, N.A., at present having an office at 000 X.00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, as its principal paying agent in New York, BNP Paribas, Securities Services, Luxemburg Branch, at present having an office at 00, xxxxxx xx xx Xxxxx Xxxxx, 00000, Xxxxxxxxxx, and, to the extent any series of Debt Securities are denominated in euros as provided in Section 2.01, Bank One NA, London Branch, at present having an office at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, as London Paying Agent in respect of the Debt Securities, upon the terms and subject to the conditions herein and therein set forth, it being understood that in their capacity as Paying Agents hereunder, Bank One Trust Company, N.A., BNP Paribas Securities Services, Luxemburg Branch, and Bank One NA, London Branch, will perform their duties exclusively through their offices in New York, Luxembourg and London, respectively. The Paying Agents and London Paying Agent shall arrange for the payment, from funds furnished by the Corporation to the Paying Agents or London Paying Agent, as applicable, of the principal of and interest on each series of Debt Securities on the date such payments become due and payable. With respect to each series of Debt Securities for which Bank One Trust Company, N.A., BNP Paribas Luxembourg and Bank One NA, London Branch, serve as Paying Agents or London Paying Agent, such Paying Agent or London Paying Agent shall have the powers and authority granted to and conferred upon them herein and in the notes or other instrument evidencing such series of Debt Securities.
(b) Until all of the Debt Securities are no longer outstanding, the Corporation shall appoint a Calculation Agent. The Corporation hereby appoints Bank One Trust Company, N.A, at present having an office at 000 X.00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, to act as Calculation Agent with respect to each series of Debt Securities issued in Dollars hereunder and appoints Bank One NA, London Branch, at present having an office at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, as London Calculation Agent with respect to each series of Debt Securities denominated in euros, upon the terms and subject to the conditions herein set forth. The Calculation Agent and the London Calculation Agent shall calculate the interest applicable to any series of Debt Securities in the manner established pursuant to Section 2.01 hereof and in such notes or other instrument evidencing such series of Debt Securities and shall undertake all other services hereinafter described upon the terms and subject to the conditions herein, including, but not limited to, complying with the notice provisions of Section 6.03(f) hereof. The Calculation Agent and the London Calculation Agent shall have the powers and authority granted to and conferred upon it herein and in the notes or other instrument evidencing such series of Debt Securities.
(c) Each of the Paying Agents, the London Paying Agent, the Calculation Agent and the London Calculation Agent is herein referred to as an "Agent" and they are referred to collectively as the "Agents". Prior to issuing any series of Debt Securities, the Corporation will cause such Agents to execute and deliver to the Corporation (with a copy to the Trustee unless the Trustee or the Paying Agent or the Calculation Agent is also such Agent) a written instrument in which such Agent shall agree to act as such hereunder, subject to the provisions of this Article. The Corporation may also serve as Paying Agent, London Paying Agent, Calculation Agent or London Calculation Agent or appoint any of its affiliates to serve as Paying Agent, London Paying Agent, Calculation Agent or London Calculation Agent. The Corporation will give to the Trustee (unless the Trustee, the Paying Agent or the London Calculation Agent is also such Agent) written notice of any change in the location of any office or agency of the Agents hereunder. The Corporation shall have the right to vary or terminate the appointment of any such office or agency.
(d) Each Agent accepts its obligations set apart forth herein upon the terms and conditions hereof and thereof. If an Agent shall change its specified office, it shall give to the Corporation and the Trustee (unless the Trustee, the Paying Agent or the Calculation Agent is also such Agent) not less than 45 days' prior written notice to that effect giving the address of the new office.
(i) The Calculation Agent or the London Calculation Agent, as applicable, shall make all calculations with respect to the rate of interest on floating interest rate notes with respect to each series of Debt Securities and shall notify (x) the Corporation and the Trustee (if different from the Calculation Agent) in accordance with Section 15.07, and any Paying Agent or London Paying Agent, as applicable, with respect to such series in accordance with Section 6.03(f) and to any stock exchange on which such series of Debt Securities are at the relevant time listed, not later than 12:00 p.m. (London time, in the case of Debt Securities denominated in euros and 12:00 p.m. New York City time, in the case of Debt Securities denominated in Dollars) on the date on which the rate of interest is to be determined with respect to floating interest rate notes as established pursuant to Section 2.01 and (y) to the registered holders of any floating rate notes in accordance with Section 15.07 as soon as possible after their determination but in no event later than the second Business Day thereafter.
(ii) The Calculation Agent or the London Calculation Agent, as applicable, shall make all calculations with respect to the amount of interest and/or principal due on each interest payment date or at Maturity, as established pursuant to Section 2.01, with respect to each series of Debt Securities and shall notify the Corporation and the Trustee (if different from the Calculation Agent) in accordance with Section 15.07 and any Paying Agent or London Paying Agent, as applicable, in accordance with Section 6.03(f), not later than 12:00 p.m., London time, in the case of Debt Securities denominated in euros and 12:00 p.m. New York City time, in the case of Debt Securities denominated in Dollars, of such amount on the second Business Day prior to the date on which such interest and/or principal is due and payable.
(f) Any notice or other communication required to be given hereunder shall be delivered in person, sent by letter or telecopier or communicated by telephone (with prompt written confirmation by telecopy) to the Paying Agents or London Paying Agent at the addresses specified in the written instrument delivered to the Corporation by such Agent in accordance with Section 6.03(c). Any notice hereunder given by letter, telecopy or telex shall be deemed to have been received when it would have been received in the ordinary course of post or transmission, as the case may be.
(g) If the Corporation shall act as its own Paying Agent or London Paying Agent with respect to any series of Debt Securities, it will, on or before each due date of the principal of or interest on such series, set aside, segregate and hold in trust for the benefit of the holders of the Debt Securities of such series a sum sufficient to pay such principal (and premium, if any) or interest, if any, which shall have interest so become payable and becoming due. The Corporation will promptly notify the Trustee of its action or any failure to act take such action.
(h) Anything in that regard this Section to the contrary notwithstanding, the Corporation may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Debt Securities hereunder, or for any failure other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Corporation or any other obligor upon the Debt Securities of such series to make any such payment. If the Corporation shall appointPaying Agent or London Paying Agent hereunder, and at the time have, a paying agent for the payment of the principal of (and premium, if any) or interest, if any, on the Debt Securities of such series, then, on or prior to the date on which the principal of (and premium, if any) or interest, if any, on any of the Debt Securities of such series shall become payable as aforesaid, the Corporation will pay to such paying agent a sum sufficient to pay such principal (and premium, if any) or interest, if any, to be held in trust for the benefit of the holders of the Debt Securities of such series; and, if such paying agent shall be other than the Trustee, the Corporation will cause such paying agent to execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provisions of required by this Section, such sums to
Appears in 1 contract
Samples: Indenture (Cit Group Inc)
PARTICULAR COVENANTS OF THE CORPORATION. The Corporation hereby covenants and agrees for the benefit of each series of Debt Securities as follows:
Section 6.01. The Corporation will duly and punctually pay the principal of (and premium, if any, on) each of the Debt Securities of such series, and the interest, if any, which shall have accrued thereon, at the dates and place and in the manner mentioned in such Debt Security, according to the true intent and meaning thereof. The interest, if any, on any Debt Security of such series shall be payable to the registered holder thereof as shown on the register of the Corporation and as provided in Section 2.04. When and as paid, all Debt Securities of such series shall be canceled and disposed of as provided in Section 15.05, and no Debt Securities of such series shall be issued under this Indenture in lieu thereof.
Section 6.02. Until all the If Debt Securities of such a series shall have been paid or payment thereof provided forare issuable only as Global Securities, the Corporation will maintain in each Place of Payment for that series an office or agency in the Borough of Manhattan, The City of New York, or in such other jurisdiction as may be designated in writing by the Corporation, where the Debt Securities of such that series may be presented or surrendered for payment and payment, an office or agency where Debt Securities of that series may be surrendered for registration of transfer and or exchange and where notices and demands to or upon the Corporation with respect to the Debt Securities of that series and this Indenture may be served. If Debt Securities of a series are issuable in definitive form, the Corporation will maintain (A) an office or agency (which may be the same office or agency) in a Place of Payment for that series in the United States where any Global Securities of that series may be presented or surrendered for payment, where any Global Securities of that series may be surrendered for registration of transfer, where Debt Securities of that series may be surrendered for exchange, where notices and demands to or upon the Corporation in respect of the Debt Securities of that series and this Indenture may be served and where definitive securities of such that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Debt Securities of that series and related coupons may be presented and surrendered for payment; provided, however, that if the Debt Securities of that series are listed on the Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Corporation will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United States, as the case may be, so long as the Debt Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Global Securities of that series may be surrendered for registration of transfer, where Debt Securities of that series may be surrendered for exchange and where notices and demands to or upon the Corporation in respect of the Debt Securities of that series and this Indenture may be served. The Corporation will from time to time give prompt written notice to the Trustee for the Debt Securities of that series of the location of such office or agency location, and of any change in the location location, of any such office or agency. In case If at any time the Corporation shall fail to give maintain any such notice of the location required office or agency in respect of any change in series of Debt Securities or shall fail to furnish the location Trustee for the Debt Securities of that series with the address thereof, such presentations (to the extent permitted by law), and surrenders of Debt Securities of that series may be made and notices and demands may be made and notices may be or served at the corporate trust office of such Trustee, except that securities issued in definitive form of that series and the Trusteerelated coupons may be presented and surrendered for payment at the offices specified in the Debt Security, and the Corporation hereby appoint the same as their agent to receive such respective presentations, surrenders, notices and demands. Until otherwise designated by No payment of principal (and premium, if any) or interest, if any, on securities issued in definitive form shall be made at any office or agency of the Corporation in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a written notice bank located in the United States. Payments will not be made in respect of securities issued in definitive form or coupons appertaining thereto pursuant to presentation to the TrusteeCorporation or its designated Paying Agents within the United States. Notwithstanding the foregoing, such office or agency shall be the corporate trust office payment of the Trustee.
Section 6.03. If the Corporation shall at any time act as its own paying agent, then, on or before the date on which the principal of (and premium, if any) or the and interest, if any, on any securities issued in definitive form denominated and payable in Dollars will be made at the office of the Corporation's Paying Agent in the United States, if, and only if, payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for that purpose by the Corporation in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions and the Corporation has delivered to the Trustee an Opinion of Counsel to that effect. The Corporation may also from time to time designate one or more other offices or agencies (in or outside the Place of Payment) where the Debt Securities of one or more series may be presented or surrendered for any or all of the purposes specified above in this Section and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Corporation of its obligation to maintain an office or agency in each Place of Payment for such purpose. The Corporation will give prompt written notice to the Trustee for the Debt Securities of each series so affected of any such designation or rescission and of any change in the location of any such office or agency.
(a) The Corporation agrees, for the benefit of the holders from time to time of the Debt Securities, that, until all of the Debt Securities of the applicable series are no longer outstanding or until moneys for the payment of all of the principal of and interest on all outstanding Debt Securities of such series shall have been made available at the principal office of the Paying Agents, whichever occurs earlier, there shall at all times be a Paying Agent hereunder. The Corporation agrees, for the benefit of the holders from time to time of the Debt Securities of any series denominated in euros, that, until all of the Debt Securities of the applicable series are no longer outstanding or until moneys for the payment of all of the principal of and interest on all outstanding Debt Securities of such series denominated in euros shall have been made available at the principal office of the London Paying Agent, whichever occurs earlier, there shall at all times be a London Paying Agent hereunder. The Corporation hereby appoints Bank One Trust Company, N.A., at present having an office at 153 W.51st Street, New York, New York, as its principal paying agexx xx Xxx Xxxx, XXX Xxxxxxx, Xxxxxxxxxx Services, Luxemburg Branch, at present having an office at 23, avenue de la Porte Neuve, 20855, Luxembourg, and, to the extexx xxx xxxxxx xx Xxxx Xxxxxxxxxx xxx xxxxxxxxxxx xn euros as provided in Section 2.01, Bank One NA, London Branch, at present having an office at 27 Leadenhall Street, London EC3A 1AA, as London Paying Agent ix xxxxxxx xx xxx Xxxx Xxxxxxxxxx, xxxx the terms and subject to the conditions herein and therein set forth, it being understood that in their capacity as Paying Agents hereunder, Bank One Trust Company, N.A., BNP Paribas Securities Services, Luxemburg Branch, and Bank One NA, London Branch, will perform their duties exclusively through their offices in New York, Luxembourg and London, respectively. The Paying Agents and London Paying Agent shall arrange for the payment, from funds furnished by the Corporation to the Paying Agents or London Paying Agent, as applicable, of the principal of and interest on each series of Debt Securities on the date such payments become due and payable. With respect to each series of Debt Securities for which Bank One Trust Company, N.A., BNP Paribas Luxembourg and Bank One NA, London Branch, serve as Paying Agents or London Paying Agent, such Paying Agent or London Paying Agent shall have the powers and authority granted to and conferred upon them herein and in the notes or other instrument evidencing such series of Debt Securities.
(b) Until all of the Debt Securities are no longer outstanding, the Corporation shall appoint a Calculation Agent. The Corporation hereby appoints Bank One Trust Company, N.A, at present having an office at 153 W.51st Street, New York, New York, to act as Calculation Agent xxxx xxxxxxx xx xxxx xxxxxx xx Xxxx Securities issued in Dollars hereunder and appoints Bank One NA, London Branch, at present having an office at 27 Leadenhall Street, London EC3A 1AA, as London Calculation Agent xxxx xxxxxxx xx xxxx xxxxxx xx Debt Securities denominated in euros, upon the terms and subject to the conditions herein set forth. The Calculation Agent and the London Calculation Agent shall calculate the interest applicable to any series of Debt Securities in the manner established pursuant to Section 2.01 hereof and in such notes or other instrument evidencing such series of Debt Securities and shall undertake all other services hereinafter described upon the terms and subject to the conditions herein, including, but not limited to, complying with the notice provisions of Section 6.03(f) hereof. The Calculation Agent and the London Calculation Agent shall have the powers and authority granted to and conferred upon it herein and in the notes or other instrument evidencing such series of Debt Securities.
(c) Each of the Paying Agents, the London Paying Agent, the Calculation Agent and the London Calculation Agent is herein referred to as an "Agent" and they are referred to collectively as the "Agents". Prior to issuing any series of Debt Securities, the Corporation will cause such Agents to execute and deliver to the Corporation (with a copy to the Trustee unless the Trustee or the Paying Agent or the Calculation Agent is also such Agent) a written instrument in which such Agent shall agree to act as such hereunder, subject to the provisions of this Article. The Corporation may also serve as Paying Agent, London Paying Agent, Calculation Agent or London Calculation Agent or appoint any of its affiliates to serve as Paying Agent, London Paying Agent, Calculation Agent or London Calculation Agent. The Corporation will give to the Trustee (unless the Trustee, the Paying Agent or the London Calculation Agent is also such Agent) written notice of any change in the location of any office or agency of the Agents hereunder. The Corporation shall have the right to vary or terminate the appointment of any such office or agency.
(d) Each Agent accepts its obligations set apart forth herein upon the terms and conditions hereof and thereof. If an Agent shall change its specified office, it shall give to the Corporation and the Trustee (unless the Trustee, the Paying Agent or the Calculation Agent is also such Agent) not less than 45 days' prior written notice to that effect giving the address of the new office.
(i) The Calculation Agent or the London Calculation Agent, as applicable, shall make all calculations with respect to the rate of interest on floating interest rate notes with respect to each series of Debt Securities and shall notify (x) the Corporation and the Trustee (if different from the Calculation Agent) in accordance with Section 15.07, and any Paying Agent or London Paying Agent, as applicable, with respect to such series in accordance with Section 6.03(f) and to any stock exchange on which such series of Debt Securities are at the relevant time listed, not later than 12:00 p.m. (London time, in the case of Debt Securities denominated in euros and 12:00 p.m. New York City time, in the case of Debt Securities denominated in Dollars) on the date on which the rate of interest is to be determined with respect to floating interest rate notes as established pursuant to Section 2.01 and (y) to the registered holders of any floating rate notes in accordance with Section 15.07 as soon as possible after their determination but in no event later than the second Business Day thereafter.
(ii) The Calculation Agent or the London Calculation Agent, as applicable, shall make all calculations with respect to the amount of interest and/or principal due on each interest payment date or at Maturity, as established pursuant to Section 2.01, with respect to each series of Debt Securities and shall notify the Corporation and the Trustee (if different from the Calculation Agent) in accordance with Section 15.07 and any Paying Agent or London Paying Agent, as applicable, in accordance with Section 6.03(f), not later than 12:00 p.m., London time, in the case of Debt Securities denominated in euros and 12:00 p.m. New York City time, in the case of Debt Securities denominated in Dollars, of such amount on the second Business Day prior to the date on which such interest and/or principal is due and payable.
(f) Any notice or other communication required to be given hereunder shall be delivered in person, sent by letter or telecopier or communicated by telephone (with prompt written confirmation by telecopy) to the Paying Agents or London Paying Agent at the addresses specified in the written instrument delivered to the Corporation by such Agent in accordance with Section 6.03(c). Any notice hereunder given by letter, telecopy or telex shall be deemed to have been received when it would have been received in the ordinary course of post or transmission, as the case may be.
(g) If the Corporation shall act as its own Paying Agent or London Paying Agent with respect to any series of Debt Securities, it will, on or before each due date of the principal of or interest on such series, set aside, segregate and hold in trust for the benefit of the holders of the Debt Securities of such series a sum sufficient to pay such principal (and premium, if any) or interest, if any, which shall have interest so become payable and becoming due. The Corporation will promptly notify the Trustee of its action or any failure to act take such action.
(h) Anything in that regard this Section to the contrary notwithstanding, the Corporation may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Debt Securities hereunder, or for any failure other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Corporation or any other obligor upon the Debt Securities of such series to make any such payment. If the Corporation shall appointPaying Agent or London Paying Agent hereunder, and at the time have, a paying agent for the payment of the principal of (and premium, if any) or interest, if any, on the Debt Securities of such series, then, on or prior to the date on which the principal of (and premium, if any) or interest, if any, on any of the Debt Securities of such series shall become payable as aforesaid, the Corporation will pay to such paying agent a sum sufficient to pay such principal (and premium, if any) or interest, if any, to be held in trust for the benefit of the holders of the Debt Securities of such series; and, if such paying agent shall be other than the Trustee, the Corporation will cause such paying agent to execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provisions of required by this Section, such sums to
Appears in 1 contract
Samples: Indenture (Cit Group Inc)
PARTICULAR COVENANTS OF THE CORPORATION. The Corporation hereby covenants and agrees for the benefit of each series of Debt the Securities as follows:
Section 6.01SECTlON 4.01. The Corporation will duly and punctually pay or cause to be paid the principal of (and premium, if any, on) each of and interest on the Debt Securities of such series, and the interest, if any, which shall have accrued thereon, that series at the dates time and place and in the manner mentioned in provided herein and established with respect to such Debt Security, according to the true intent and meaning thereofSecurities.
SECTION 4.02. The interest, if any, on So long as any Debt Security of such series shall be payable to the registered holder thereof as shown on the register of the Corporation and as provided in Section 2.04. When and as paid, all Debt Securities of such series shall be canceled and disposed of as provided in Section 15.05, and no Debt Securities of such series shall be issued under this Indenture in lieu thereof.
Section 6.02. Until all the Debt Securities of such series shall have been paid or payment thereof provided for, remain outstanding the Corporation will agrees to maintain an office or agency in the Borough of Manhattan, The the City and State of New York, or in with respect to such series and at such other jurisdiction location or locations as may be designated as provided in writing by the Corporationthis Section 4.02, where the Debt (i) Securities of such that series may be presented for payment and payment, (ii) Securities of that series may be presented as hereinabove authorized for registration of transfer and exchange exchange, and where (iii) notices and demands to or upon the Corporation in respect of the Securities of that series and this Indenture and of such Debt Securities may be given or served. The Corporation will from time to time give written notice to the Trustee of the location of As such office or agency and of any change in the location Borough of Manhattan, the City and State of New York, the Corporation hereby designates the office of GTE Shareholder Services Incorporated located in the Borough of Manhattan, the City and State of New York, such designation to continue with respect to such office or agencyagency until the Corporation shall, by written notice signed by its Chairman, any Vice Chairman, its President or a Vice President and delivered to the Trustee, designate some other office or agency for such purposes or any of them. In case If at any time the Corporation shall fail to give maintain any such notice of required office or agency or shall fail to furnish the location or of any change in Trustee with the location address thereof, presentations such presentations, notices and demands may be made and notices may be or served at the corporate trust office Corporate Trust Office of the Trustee. Until otherwise designated by , and the Corporation in a written notice hereby appoints the Trustee as its agent to the Trusteereceive all such presentations, such office or agency shall be the corporate trust office of the Trusteenotices and demands.
Section 6.03. (a) If the Corporation shall at appoint one or more paying agents for all or any time act as its own paying agent, then, on or before the date on which the principal of (and premium, if any) or the interest, if any, on any series of the Debt Securities of such series shall become payableSecurities, other than the Trustee, the Corporation will set apart cause each such paying agent to execute and segregate and hold in trust for the benefit of the holders of the Debt Securities of such series a sum sufficient deliver to pay such principal (and premium, if any) or interest, if any, which shall have so become payable and will notify the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of its action or failure to act in this Section,
(1) that regard and of any failure it will hold all sums held by the Corporation or any other obligor upon the Debt Securities of it as such series to make any such payment. If the Corporation shall appoint, and at the time have, a paying agent for the payment of the principal of (and premium, if any) or interest, if any, interest on the Debt Securities of that series (whether such series, then, sums have been paid to it by the Corporation or by any other obligor on such Securities) in trust for the benefit of the persons entitled thereto;
(2) that it will give the Trustee notice of any failure by the Corporation (or prior by any other obligor on such Securities) to the date on which make any payment of the principal of (and premium, if any) or interestinterest on the Securities of that series when the same shall be due and payable;
(3) that at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, if any, on any upon the written request of the Debt Securities Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and
(4) that it will perform all other duties of such series shall become payable paying agent as aforesaid, set forth in this Indenture.
(b) If the Corporation will pay to such shall act as its own paying agent a sum sufficient with respect to pay such any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interestinterest on Securities of that series, if anyset aside, to be held segregate and hold in trust for the benefit of the holders of the Debt persons entitled thereto a sum sufficient to pay such principal and premium, if any) or interest so becoming due on Securities of that series until such seriessums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action.
(c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Corporation may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Corporation or such paying agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Corporation or such paying agent; and, if 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.
SECTION 4.04. The Corporation, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder.
SECTION 4.05. The Corporation will not, while any of the Securities remain outstanding, create, or suffer to be created or to exist, any mortgage, lien, pledge, security interest or other encumbrance of any kind upon any property of any character of the Corporation whether now owned or hereafter acquired or upon any of the income or profits therefrom unless it shall make effective provision whereby the Securities then outstanding shall be secured by such mortgage, lien, pledge, security interest or other encumbrance equally and ratably with any and all obligations and indebtedness thereby secured so long as any such obligations and indebtedness shall be so secured; provided, however, that nothing in this Section shall be construed to prevent the Corporation from creating or from suffering to be created or to exist, any mortgages, liens, pledges, security interests or other encumbrances, or any agreements, of the following character:
(1) Purchase money mortgages, or other purchase money liens, pledges or encumbrances of any kind upon property hereafter acquired by the Corporation, or mortgages, liens, pledges, security interests or other encumbrances of any kind existing on such property at the time of the acquisition thereof, or conditional sales agreements or other title retention agreements with respect to any property hereafter acquired; provided, however, that no such mortgage, lien, pledge, security interest or other encumbrance, and no such agreement, shall extend to or cover any other property of the Corporation;
(2) The replacement, extension or renewal of any such mortgage, lien, pledge, security interest or other encumbrance, or of any such agreement, permitted by the foregoing clause (1), or the replacement, extension or renewal (without increase) of the indebtedness secured thereby;
(3) Liens for taxes or assessments or governmental charges or levies; pledges or deposits to secure obligations under workmen's compensation laws or similar legislation; pledges or deposits to secure performance in connection with bids, tenders, contracts (other than contracts for the Trusteepayment of money) or leases to which the Corporation is a party; deposits to secure public or statutory obligations of the Corporation; materialmen's, mechanics', carriers', workmener's, repairmen's or other like liens in the ordinary course of business, or deposits to obtain the release of such liens; deposits to secure surety and appeal bonds to which the Corporation is a party; other pledges or deposits for similar purposes in the ordinary course of business; liens created by or resulting from any litigation or legal proceeding which at the time is currently being contested in good faith by appropriate proceedings; leases made, or existing on property acquired, in the ordinary course of business; landlord's liens under leases to which the Corporation is a party; zoning restrictions, easements, licenses, restrictions on the use of real property or minor irregularities in title thereto, which do not materially impair the use of such property in the operation of the business of the Corporation or the value of such property for the purpose of such business; the lien of the Trustee described in Section 7.06 hereof; or
(4) Subordination of the Corporation's rights with respect to any indebtedness owing to the Corporation by a Subsidiary to the rights of any creditor of such Subsidiary for money or credit advanced to such Subsidiary.
SECTION 4.06. The Corporation will not, while any of the Securities remain outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to, any other corporation unless the provisions of Article Ten hereof are complied with. If upon any such consolidation or merger, or sale or conveyance, any of the property of the Corporation would thereupon become subject to any mortgage, security interest, pledge or lien, the Corporation prior to such consolidation, merger, sale or conveyance will secure the outstanding Securities, or cause such paying agent the same to execute be secured, equally and deliver to the Trustee an instrument in which such paying agent shall agree ratably with the Trusteeother indebtedness or obligations secured by such mortgage, subject security interest, pledge or lien so long as such other indebtedness or obligations shall be so secured; provided, however, that the subjection of property of the Corporation to any mortgage, security interest, pledge or lien of the provisions character referred to in clauses (1), (2), (3) and (4) of Section 4.05 shall be deemed excluded from the operation of this SectionSection and shall not require that any of the Securities be secured.
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Samples: Indenture (Gte Corp)
