Payments of Principal and Interest. Interest (and principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall be paid in immediately available funds to the Person in whose name a Security is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be paid to the Person to whom principal will be payable; provided further, that if and to the extent IRSA defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA by notice given by mail by or on behalf of IRSA to the Holders of the Securities not less than fifteen (15) days preceding such subsequent record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Date, whether or not such date is a Business Day. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Security at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds upon surrender of such Security at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Securities to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) DTC and the Common Depositary, as Holders of the Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds, (b) a Holder of U.S. $1,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due and (c) to the extent that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the relevant Series, shall be made by wire transfer of immediately available funds to an account specified in writing not less than fifteen (15) days prior to the date such payment is due by the Holder to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. If the principal of or any premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond IRSA’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Payment Date. The making of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. If so specified in the resolutions of the Board of Directors or indenture supplemental hereto related to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or in respect of any such Security shall, to the extent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Trustee and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made with respect to any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. The U.S. dollar amount to be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Date, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of IRSA with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such obligations immediately before such redenomination.
Appears in 2 contracts
Samples: Indenture (Irsa Investments & Representations Inc), Indenture (Irsa Investments & Representations Inc)
Payments of Principal and Interest. Interest (a) The Company covenants and principal, if any, payable other than at Stated Maturity agrees for the benefit of each series of Securities that it will duly and punctually pay or upon acceleration or redemption) shall cause to be paid the principal of, and interest on, each of the Securities of such series at the place or places, at the respective times and in the manner provided in such Securities. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal on each series of Securities at the rate specified therefor in the terms of such series of Securities to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. Unless otherwise provided in the Securities of any series, not later than 11:00 A.M. (New York City time) on the due date of any principal of or interest on any Securities, the Company will deposit with the paying agent moneys in immediately available funds sufficient to pay such amounts, provided that if the Person Company or any affiliate of the Company is acting as paying agent, it will, on or before each due date, segregate and hold in whose name a Security separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case, unless the paying agent is registered at the close Trustee, the Company will promptly notify the Trustee of business its compliance with this paragraph or any failure to take an action as required by this paragraph.
(b) An installment of principal or interest will be considered paid on the Regular Record Date next preceding each Interest Payment Date notwithstanding date due if the cancellation Trustee (or paying agent, other than the Company or any affiliate of such Securities upon the Company) holds on that date money designated for and sufficient to pay the installment. If the Company or any transfer affiliate of the Company acts as paying agent, an installment of principal or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall will be considered paid on the due date only if paid to the Person to whom principal will be payable; provided further, that if and to the extent IRSA defaults Holders.
(c) Payments in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA by notice given by mail by or on behalf of IRSA to the Holders respect of the Securities not less than fifteen (15) days preceding such subsequent record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Date, whether or not such date is a Business Day. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Security at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds upon surrender of such Security at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Securities to be made other than at Stated Maturity or upon redemption shall be made represented by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) DTC and the Common Depositary, as Holders of the Global Securities, shall be entitled Security are to receive payments of interest by wire transfer of immediately available funds, (b) a Holder of U.S. $1,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due and (c) to the extent that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the relevant Series, shall be made by wire transfer of immediately available funds to an the accounts specified by the Holder of the Global Security. Except as otherwise provided pursuant to Section 2.03, with respect to any definitive Security, the Company will make all payments (i) to any Holder of less than $2,000,000 aggregate principal amount by check mailed to such Holder at its address as it appears in the Securities Register or (ii) to any Holder of in excess of $2,000,000 aggregate principal amount by wire transfer of immediately available funds to the account specified in writing not less than fifteen (15) by such Holder to the paying agent at least 15 days prior to the applicable date such payment is due by the Holder to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. If the principal of or any premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond IRSA’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Payment Date. The making of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. If so specified in the resolutions of the Board of Directors or indenture supplemental hereto related to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or in respect of any such Security shall, to the extent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars (or such lesser aggregate principal amount or shorter period as may be satisfactory to the Trustee and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made with respect to any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. The U.S. dollar amount to be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Date, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of IRSA with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such obligations immediately before such redenominationCompany).
Appears in 2 contracts
Samples: Indenture (Cisco Systems, Inc.), Indenture (Cisco Systems, Inc.)
Payments of Principal and Interest. Interest (Upon presentment and principaldelivery of the Note, if any, payable other than the Trustee will pay the principal amount of each Note at Stated Maturity or upon acceleration or redemption) shall be paid and the final installment of interest in immediately available funds to received from the Person in whose name Company. All interest payments on a Security is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be paid to the Person to whom principal will be payable; provided furtherNote, that if and to the extent IRSA defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA by notice given by mail by or on behalf of IRSA to the Holders of the Securities not less than fifteen (15) days preceding such subsequent record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Date, whether or not such date is a Business Day. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Security at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds upon surrender of such Security at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Securities to be made other than interest due at Stated Maturity or upon redemption shall Maturity, will be made by check drawn on the Trustee and mailed on or before by the due date for such payments Trustee to the address of the Person person entitled thereto as it appears provided in the Register; provided that Note. However, holders of ten million dollars or more in aggregate principal amount of Notes (awhether having identical or different terms and provisions) DTC and the Common Depositary, as Holders of the Global Securities, shall be entitled to receive payments of interest interest, other than at Maturity, by wire transfer of immediately available funds, (b) a Holder of U.S. $1,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest by wire transfer of immediately available funds to an a designated account maintained by such Holder at a bank located in the United States as may have been appropriately designated upon receipt by such Holder to the Trustee in writing no of written instructions from such a holder not later than fifteen (15) days prior to the date such payment is due and (c) to regular Record Date for the extent that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the relevant Series, shall be made by wire transfer of immediately available funds to an account specified in writing not less than fifteen (15) days prior to the date such payment is due by the Holder to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. If the principal of or any premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond IRSA’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Interest Payment Date. The making Any payment of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. If so specified in the resolutions of the Board of Directors principal or indenture supplemental hereto related interest required to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or in respect of any such Security shall, to the extent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the on an Interest Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity of a Note which is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or at Maturity, as the case may be, has transmitted and no interest shall accrue for the period from and after such Interest Payment Date or Maturity. The Trustee will provide monthly to the Company a written request list of the principal and interest to be paid on Notes maturing in the next succeeding month. The Trustee will be responsible for withholding taxes on interest paid as required by applicable law, but shall be relieved from any such payment responsibility if it acts in U.S. dollars good faith and in reliance upon an opinion of counsel. Notes presented to the Trustee at Maturity for payment will be cancelled by the Trustee. All cancelled Notes held by the Trustee shall be destroyed, and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior Trustee shall furnish to the Stated Maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made Company a certificate with respect to such destruction. Settlement Procedures: Settlement Procedures with regard to each Note purchased through any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) days prior to the Stated MaturityAgent, as the case may be. The U.S. dollar amount to agent, shall be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Date, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of IRSA with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such obligations immediately before such redenomination.as follows:
Appears in 2 contracts
Samples: Distribution Agreement (International Lease Finance Corp), Distribution Agreement (International Lease Finance Corp)
Payments of Principal and Interest. Interest (and principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall be paid in immediately available funds to the Person in whose name a Security is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided provided, however, that interest payable at Stated Maturity or upon acceleration or redemption shall be paid to the Person to whom principal will be payable; provided provided, further, that if and to the extent IRSA the Bank defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA the Bank by notice given by mail by or on behalf of IRSA the Bank to the Holders of the Securities not less than fifteen (15) 15 days preceding such subsequent record date, such record date to be not less than fifteen (15) 15 days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) 15 calendar days prior to each Interest Payment Date, whether or not such date is a Business Day. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Security at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds upon surrender of such Security at the Corporate Trust Office or at the specified office of any other Paying Agent; , provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Securities to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) DTC and the Common Depositary, as Holders of the Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds, (b) a Holder of U.S. $1,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) 15 days prior to the date such payment is due and (c) to the extent that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the relevant Series, shall be made by wire transfer of immediately available funds to an account specified in writing not less than fifteen (15) 15 days prior to the date such payment is due by the Holder to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. If the principal of or any premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond IRSAthe Bank’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSAthe Bank, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Payment Date. The making of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. If so specified in the resolutions of the Board of Directors or indenture supplemental hereto related to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or in respect of any such Security shall, to the extent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Trustee and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) 15 days prior to the Stated Maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made with respect to any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) 15 days prior to the Stated Maturity, as the case may be. The U.S. dollar amount to be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Date, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of IRSA the Bank with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such obligations immediately before such redenomination.
Appears in 1 contract
Samples: Indenture (Macro Bank Inc.)
Payments of Principal and Interest. Interest (and principal, if any, payable other than at Stated Maturity a) Any interest or upon acceleration principal on any of the Bonds that is punctually paid or redemption) duly provided for by the Issuer on the applicable Payment Date shall be paid in immediately available funds to the Person in whose name a Security such Xxxx is registered at the close of business on the Regular Record Date next preceding each Interest for such Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be paid to the Person to whom principal will be payable; provided further, that if and to the extent IRSA defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA by notice given by mail by or on behalf of IRSA to the Holders of the Securities not less than fifteen (15) days preceding such subsequent record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Date, whether or not such date is a Business Day. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Security at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds upon surrender of such Security at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Securities to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for to such payments to the Person’s address of the Person entitled thereto as it appears in the Register; provided that (a) DTC and Bond Register on such Record Date, except that, unless Definitive Bonds have been issued pursuant to Section 2.16 hereof, with respect to Bonds registered on the Record Date in the name of the Common Depositary, as Holders Depository or its custodian (or in the name of the Global Securitiesnominee of either thereof), payment will be made by wire transfer in immediately available funds to the account designated by such person and except for the final payment of principal to be made with respect to such Bond, which shall be payable as provided in subsection (b) of this Section 2.13. If (i) the City or a Majority-Owned Affiliate of the City holding the Retained Bonds or (ii) a Bondholder holding Bonds the aggregate denomination of which exceeds $5,000,000 has provided the Paying Agent with wire instructions in writing at least five Business Days prior to the related Record Date, then notwithstanding any other provisions herein to the contrary, such Bondholder shall be entitled to receive payments of interest by wire transfer of immediately available funds, (b) a Holder of U.S. $1,000,000 (or any payment on the approximate equivalent thereof Bonds provided for in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest this Indenture by wire transfer of immediately available funds to an the account maintained by of such Holder Bondholder at a bank or other entity located in the United States as may have been appropriately designated and having appropriate facilities therefor. The final installment of principal of each Bond shall be payable in like manner, but only upon compliance by the Bondholder with the provisions of the final sentence of subparagraph (b) of this Section 2.13.
(b) All reductions in the principal amount of a Bond effected by payments of principal made on any Payment Date shall be binding upon all Holders of such Holder to Bond and of any Bond issued upon the Trustee registration of transfer thereof or in writing no later than fifteen (15) days prior to the date exchange therefor or in lieu thereof, whether or not such payment is due noted on such Bond. The final installment of principal of each Bond shall be payable only upon presentation and surrender thereof on or after the Payment Date therefor at the Corporate Trust Office.
(c) If interest on any Bond of a Class for any Interest Accrual Period shall not have been punctually paid or duly provided for on the Payment Date related to such Interest Accrual Period, then the amount not so paid or provided for shall be deemed to be an “Interest Shortfall” for purposes of this Indenture.
(d) Subject to the extent that the Holder foregoing provisions of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment this Section, each Bond delivered under this Indenture upon registration of the principal transfer of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors exchange for or in an indenture supplemental hereto related lieu of any other Bond shall carry the rights to unpaid principal and interest that were carried by such other Bond. Any checks mailed pursuant to subsection (a) or (b) of this Section 2.13 and returned undelivered shall be held in accordance with Section 3.03 hereof.
(e) Not later than each Payment Date, the Indenture Trustee shall prepare, based upon reports submitted to the relevant Series, shall be made Indenture Trustee by wire transfer of immediately available funds to an account specified in writing not less than fifteen (15) days prior the Servicers pursuant to the date such payment is due by the Holder Servicing Agreements, and deliver to the Trustee. Unless such designation is revokedIssuer and each Rating Agency, any such designation made by such Holder a statement (a “Payment Date Statement”) with respect to such Securities shall remain in effect with respect Payment Date setting forth:
(i) the aggregate amounts, if any, to any future payments with respect to such Securities payable to such Holder. If the principal of or any premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available due be paid to the imposition of exchange controls or other circumstances beyond IRSA’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Payment Date. The making of any payment Servicers in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. If so specified in the resolutions outstanding and unpaid amounts due them pursuant to Sections 5.01 and 15.06 of the Board of Directors Servicing Agreements or indenture supplemental hereto related Section 6.07(b)(ii) hereof;
(ii) the aggregate amounts, if any, to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or be paid to the Indenture Trustee in respect of any such Security shalloutstanding and unpaid amounts due to it;
(iii) the aggregate amounts, if any, to the extent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars paid to the Trustee Collateral Agent and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made with respect to any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or Custodian in respect of such Security payable any outstanding and unpaid amounts due to such Holderit;
(iv) the aggregate amounts, unless such request is revoked on or prior if any, to be paid to the relevant Regular Record Date or Issuer Trustee in respect of any outstanding and unpaid amounts due to it under any Transaction Document;
(v) the date that is fifteen (15) days prior aggregate amounts, if any, to be paid to the Stated MaturityProgram Manager in respect of any outstanding and unpaid amounts due to it;
(vi) the aggregate amounts, as if any, to be paid to the case may beAssistant Program Manager in respect of any outstanding and unpaid amounts due to it;
(vii) the aggregate amounts, if any, to be paid to the Indenture Trustee to reimburse it in full for any unreimbursed advances, plus interest at the Indenture Trustee Advance Rate, made by the Indenture Trustee pursuant to Section 6.14(a) or (b) hereof and the aggregate of all such reimbursements since the Closing Date;
(viii) the aggregate amounts, if any, of any outstanding Interest Shortfalls, together with interest accrued thereon at the Bond Interest Rate to be paid in respect of the Class A Bonds;
(ix) the aggregate amounts of current accrued interest to be paid in respect of the Bonds;
(x) the aggregate amounts, if any, to be deposited into each of the Interest Reserve Fund and the Working Capital Reserve Fund pursuant to Section 2.12(a) hereof;
(xi) the current balance of each of the Pledged Funds and Accounts;
(xii) the aggregate amounts of principal to be paid in respect of the Class A Bonds;
(xiii) the amount, if any, withdrawn from each of the Interest Reserve Fund and the Working Capital Reserve Fund during the related Collection Period and the aggregate of all such withdrawn amounts for each such Fund or Account since the Closing Date; and
(xiv) the information set forth in items (a)-(q) of Section 8.07 hereof. Notwithstanding the foregoing and in any event, the obligation of the Indenture Trustee to prepare and deliver each Payment Date Statement to the Issuer and each Rating Agency pursuant to this Section 2.13 shall at all times be subject to, without limitation, the availability, timeliness, accuracy and receipt by the Indenture Trustee of the reports required to be provided to the Indenture Trustee by each Servicer pursuant to its Servicing Agreement. The U.S. dollar amount failure of both or either of the Servicers to provide reports to the Indenture Trustee as required by each Servicer pursuant to its Servicing Agreement shall not relieve the Indenture Trustee of its obligation to make distributions pursuant to Section 2.12 hereof (other than in respect of distributions of Servicing Fees of a Servicer failing to provide such report) or to withdraw funds from any Pledged Fund or Account as set forth under this Indenture.
(f) Promptly upon receipt of a Lien Status Report submitted to the Indenture Trustee by a Servicer pursuant to its Servicing Agreement, the Indenture Trustee shall deliver or cause to be received by a Holder of a Security denominated delivered such Lien Status Report to each Rating Agency that has requested in a Specified Currency other than U.S. dollars who elects writing to receive payment such Lien Status Reports. Notwithstanding the foregoing and in U.S. dollars will any event, the obligation of the Indenture Trustee to deliver or cause to be based on delivered each Lien Status Report to each Rating Agency so requesting pursuant to this Section 2.13 shall at all times be subject to, without limitation, the Exchange Rateavailability, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Datetimeliness, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne accuracy and receipt by the Holder thereof by deductions from payment Indenture Trustee of the currency exchange being effected on behalf Lien Status Reports required to be provided to the Indenture Trustee by each Servicer pursuant to its Servicing Agreement. The failure of both or either of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of IRSA with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination Servicers to provide for payment reports to the Indenture Trustee as required by each Servicer pursuant to its Servicing Agreement shall not relieve the Indenture Trustee of that amount of the redenominated currency representing the amount of such obligations immediately before such redenominationits obligation to make distributions pursuant to Section 2.12 hereof or to withdraw funds from any Pledged Fund or Account as set forth under this Indenture.
Appears in 1 contract
Samples: Indenture
Payments of Principal and Interest. Interest Upon Exercise of Optional Repayment (Except Pursuant to Company's Exercise of Optional Reset or Optional Extension): Trustee notice to Company of Option to be Repaid. Upon receipt of notice of exercise of the option for repayment and principalthe Certificated Notes to be repaid as set forth in such Notes, if anythe Trustee for such Certificated Notes shall (unless such notice was received pursuant to the Company's exercise of an optional reset or an optional extension of maturity, payable other than at Stated Maturity or upon acceleration or redemption) in each of which cases the relevant procedures set forth above shall be paid in immediately available funds followed) give notice to the Person in whose name a Security is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be paid to the Person to whom principal will be payable; provided further, that if and to the extent IRSA defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA by notice given by mail by or on behalf of IRSA to the Holders of the Securities Company not less than fifteen (15) 20 days preceding prior to each Optional Repayment Date of such subsequent record date, Optional Repayment Date of such record date Optional Repayment Date and of the principal amount of Certificated Notes to be not less than fifteen (15) days preceding repaid on such Optional Repayment Date. Failure to Settle: If a purchaser fails to accept delivery of or make payment for any Note, the date Agent which solicited the offer to purchase such Note will notify the Company and the Trustee by telephone and return such Note to the Trustee. Upon receipt of payment such notice, the Company will immediately wire transfer to the account of such Agent an amount equal to the amount previously credited thereto in respect of such defaulted interestNote. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall Such wire transfer will be made on the Interest Payment Date settlement date, if possible, and in any event not later than the Business Day following the next succeeding Regular Record Date settlement date. If the failure shall have occurred for any reason other than a default by such Agent in the performance of its obligations hereunder and under the Distribution Agreement with the Company, then the Company will reimburse the Agent or the Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions account of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Date, whether or not such date is a Business DayCompany. Payments Immediately upon receipt of the principal of and any premium, interest, Additional Amounts and other amounts on or Note in respect of any Security at Stated Maturity or upon acceleration or redemption shall be made which such failure occurred, the Trustee will mark such Note "canceled", make appropriate entries in the Trustee's records and send such Note to the registered Holder on such date in immediately available funds upon surrender of such Security at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Securities to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) DTC and the Common Depositary, as Holders of the Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds, (b) a Holder of U.S. $1,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due and (c) to the extent that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the relevant Series, shall be made by wire transfer of immediately available funds to an account specified in writing not less than fifteen (15) days prior to the date such payment is due by the Holder to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. If the principal of or any premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond IRSA’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Payment Date. The making of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. If so specified in the resolutions of the Board of Directors or indenture supplemental hereto related to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or in respect of any such Security shall, to the extent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Trustee and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made with respect to any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. The U.S. dollar amount to be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Date, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of IRSA with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such obligations immediately before such redenominationCompany.
Appears in 1 contract
Samples: Distribution Agreement (Textron Financial Canada Funding Corp)
Payments of Principal and Interest. Interest (a) The Company covenants and agrees for the benefit of each series of Securities that it will pay or cause to be paid the principal of, and interest on, each of the Securities of such series at the place or places, at the respective times and in the manner provided in such Securities. The Company agrees to pay interest on overdue principal, if anyand, payable other to the extent lawful, overdue installments of interest at the rate per annum specified in such Securities. Unless otherwise provided in the Securities of any series, not later than at Stated Maturity 11:00 A.M. (New York City time) on the due date of any principal of, or upon acceleration or redemption) shall be paid interest on, any Securities, the Company will deposit with the paying agent moneys in immediately available funds sufficient to pay such amounts; provided, that if the Person Company or any Affiliate of the Company is acting as paying agent, it will, on or before each due date, segregate and hold in whose name a Security separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case, unless the paying agent is registered at the close Trustee, the Company will promptly notify the Trustee of business its compliance with this paragraph.
(b) An installment of principal or interest will be considered paid on the Regular Record Date next preceding each Interest Payment Date notwithstanding date due if the cancellation Trustee (or paying agent, other than the Company or any Affiliate of such Securities upon the Company) holds on that date money designated for and sufficient to pay the installment. If the Company or any transfer Affiliate of the Company acts as paying agent, an installment of principal or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall will be considered paid on the due date only if paid to the Person to whom principal will be payable; provided further, that if and to the extent IRSA defaults Holders.
(c) Payments in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA by notice given by mail by or on behalf of IRSA to the Holders respect of the Securities not less than fifteen (15) days preceding such subsequent record date, such record date represented by Global Securities are to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Date, whether or not such date is a Business Day. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Security at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds upon surrender of such Security at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Securities to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) DTC and the Common Depositary, as Holders of the Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds, (b) a Holder of U.S. $1,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due and (c) to the extent that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the relevant Series, shall be made by wire transfer of immediately available funds to an the account specified by the Holder of the Global Securities. With respect to any definitive Security, the Company will make all payments by wire transfer of immediately available funds to the accounts specified in writing not less than fifteen (15) by the Holders thereof or, if no account is specified at least 15 days prior to the applicable date for such payment is due payment, by the Holder check mailed to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. If the principal of or any premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond IRSA’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy at its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Payment Date. The making of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. If so specified address as it appears in the resolutions of the Board of Directors or indenture supplemental hereto related to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or in respect of any such Security shall, to the extent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Trustee and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made with respect to any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. The U.S. dollar amount to be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Date, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of IRSA with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such obligations immediately before such redenominationRegister.
Appears in 1 contract
Samples: Indenture (Flex Ltd.)
Payments of Principal and Interest. Interest (a) From the date hereof until the date when the principal under this note has been paid in full, interest shall accrue on the unpaid principal amount of this note at the rate of three and principalone half percent (3.50%) per annum, if any, payable other than at Stated Maturity or upon acceleration or redemption) and shall be paid quarterly in immediately available funds arrears in cash. Such interest shall be computed for the actual number of days elapsed in a year consisting of 365 or 366 days, as the case may be. Interest on the unpaid balance shall accrue from the date hereof and quarterly payments shall be due and payable in cash, in arrears, on the fifth (5th) calendar day following the end of each calendar quarter until all outstanding principal, accrued but unpaid interest and any other costs and fees are paid in full as provided for herein. The first payment of interest shall be due on July 6, 2020. All accrued and unpaid interest on the unpaid principal balance of this note shall be due and payable at the Maturity Date. In the event that any amount under this note is not paid when due, then interest shall accrue on such unpaid amount at a rate of ten percent (10.00%) per annum (the “Default Rate”) until such unpaid amount is paid in cash.
(b) The entire unpaid principal balance of this note and all accrued and unpaid interest on this note, less any offset pursuant to Section 5, less the aggregate amount of any additional Change in Control Payments triggered as a result of such payment, shall be due and payable on the Maturity Date.
(c) Notwithstanding the foregoing, in the event that prior to the Person Maturity Date (i) the Company effects a sale of all or substantially all of the assets of the Company to a third party, (ii) Maker effects a sale of the Company to a third party, (iii) Maker effects a merger or consolidation of the Company or other transaction involving the Company, in whose name each case which results in at least 50% of the combined voting power of the voting securities of the Company being owned by a Security is registered at third party or (iv) Maker or the close Company makes a general assignment for the benefit of business on creditors, or any proceeding shall be instituted by or against Maker or the Regular Record Company seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any applicable law relating to bankruptcy, insolvency or reorganization, within thirty (30) days after such event, Maker shall pay to the Payees in accordance with each Payee’s Pro Rata Percentage in full the remaining payments of principal and interest the Payees would have been entitled to through the Maturity Date next preceding each Interest Payment Date notwithstanding the cancellation within five (5) days of such Securities upon event, less any transfer or exchange thereof subsequent offset pursuant to Section 5, less the aggregate amount of any additional Change in Control Payments triggered as a result of such Regular Record Date payment.
(d) All payments of principal and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption due under this note shall be paid to the Person to whom principal will be payable; provided further, that if and to the extent IRSA defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA by notice given by mail by or on behalf of IRSA to the Holders of the Securities not less than fifteen (15) days preceding such subsequent record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Date, whether or not such date is a Business Day. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Security at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds upon surrender of such Security at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds Payees in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Securities to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) DTC and the Common Depositary, as Holders of the Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds, (b) a Holder of U.S. $1,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest each Payee’s Pro Rata Percentage by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately accounts designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due and (c) to the extent that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the relevant Series, shall be made by wire transfer of immediately available funds to an account specified in writing not less than fifteen (15) days prior to the date such payment is due by the Holder to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. If the principal of or any premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond IRSA’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Payment Date. The making of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. If so specified in the resolutions of the Board of Directors or indenture supplemental hereto related to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or in respect of any such Security shall, to the extent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Trustee and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made with respect to any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. The U.S. dollar amount to be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Date, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of IRSA with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such obligations immediately before such redenominationSpreadsheet.
Appears in 1 contract
Payments of Principal and Interest. Interest (a) Each payment of principal of and principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) interest on a Book Entry Bond shall be paid to the Depository, which shall credit the amount of such payments to the accounts of its Depository Participants in immediately available accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such payments to the Beneficial Owners of the Book Entry Bonds that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Beneficial Owners of the Book Entry Bonds that it represents. All such credits and disbursements are to be made by the Depository and the Depository Participants in accordance with the provisions of the Bonds. Neither the Trustee, the Bond Registrar nor the Issuer shall have any responsibility for such credits and disbursements. Each payment of principal of and interest on a Definitive Bond shall be paid to the Person in whose name a Security such Bond (or one or more Predecessor Bonds) is registered at the close of business on the Regular Record Date next preceding each Interest or Redemption Record Date, for such Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be paid to the Person to whom principal will be payable; provided further, that if and to the extent IRSA defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Redemption Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA by notice given by mail by or on behalf of IRSA to the Holders of the Securities not less than fifteen (15) days preceding such subsequent record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Date, whether or not such date is a Business Day. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Security at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds upon surrender of such Security at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Securities to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for to such payments to the Person's address of the Person entitled thereto as it appears in the Register; provided that (a) DTC and the Common Depositary, as Holders of the Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds, (b) a Holder of U.S. $1,000,000 (Bond Register on such Record Date or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due and (c) to the extent that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such paymentRedemption Record Date, except in circumstances described in for the resolutions final installment of the Board of Directors or in an indenture supplemental hereto related to the relevant Series, shall be made by wire transfer of immediately available funds to an account specified in writing not less than fifteen (15) days prior to the date such payment is due by the Holder to the Trustee. Unless such designation is revoked, any such designation made by such Holder principal payable with respect to such Securities Bond, which shall remain be payable as provided in effect with respect to Section 2.09(b). All payments of principal of and interest on the Bonds shall be made only from the Trust Estate and any future payments with respect to other assets of the Issuer, and each Holder of the Bonds, by its acceptance of the Bonds, agrees that it shall have recourse solely against such Securities payable to Trust Estate and such Holder. If other assets of the Issuer and that neither the Owner Trustee in its individual capacity, the Owner nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for any amounts payable, or performance due, under the Bonds or this Indenture.
(b) All reductions in the principal amount of a Bond (or any premium, interest, Additional Amounts one or other amounts more Predecessor Bonds) effected by payments of installments of principal made on any Security is payable Payment Date or Redemption Date shall be binding upon all Holders of such Bond and any Bond issued upon transfer thereof or in a Specified Currency other than U.S. dollars and exchange therefor or in lieu thereof. The final installment of principal of each Bond (including the Redemption Price of any Bond called for optional redemption, if such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond IRSA’s control, or is no longer used by the government optional redemption shall result in payment of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Payment Date. The making of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. If so specified in the resolutions of the Board of Directors or indenture supplemental hereto related to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or in respect entire unpaid principal amount of any such Security shall, to Bond) shall be payable only upon presentation and surrender thereof on or after the extent permitted by applicable law, be made in U.S. dollars, calculated Payment Date or Redemption Date therefor at the Exchange Rate for office or agency of the Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity, as the case may be, has transmitted a written request Issuer maintained by it for such payment in U.S. dollars to the Trustee and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made with respect to any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. The U.S. dollar amount to be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Date, such payment will be made purpose in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne by the Holder thereof by deductions from payment Borough of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currencyManhattan, the obligations City of IRSA with respect New York, State of New York, pursuant to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such obligations immediately before such redenominationSection 3.
Appears in 1 contract
Payments of Principal and Interest. Interest (a) Each payment of principal of and principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) interest on a Book Entry Bond shall be paid to the Depository, which shall credit the amount of such payments to the accounts of its Depository Participants in immediately available accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such payments to the Beneficial Owners of the Book Entry Bonds that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Beneficial Owners of the Book Entry Bonds that it represents. All such credits and disbursements are to be made by the Depository and the Depository Participants in accordance with the provisions of the Bonds. Neither the Trustee, the Paying Agent, the Bond Registrar nor the Issuer shall have any responsibility for such credits and disbursements. Each payment of principal of and interest on a Definitive Bond shall be paid to the Person in whose name a Security such Bond (or one or more Predecessor Bonds) is registered at the close of business on the Regular Record Date next preceding each Interest or Redemption Record Date, for such Payment Date notwithstanding or Redemption Date, by check mailed to such Person’s address as it appears in the cancellation Bond Register on such Record Date or the Redemption Record Date, except for the final installment of principal payable with respect to such Bond, which shall be payable as provided in Section 2.09(b). All payments of principal of and interest on the Bonds shall be made only from the Trust Estate and any other assets of the Issuer, and each Holder of the Bonds, by its acceptance of the Bonds, agrees that it shall have recourse solely against such Trust Estate and such other assets of the Issuer and that neither the Owner Trustee in its individual capacity, the Owner nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for any amounts payable, or performance due, under the Bonds or this Indenture.
(b) All reductions in the principal amount of a Bond (or one or more Predecessor Bonds) effected by payments of installments of principal made on any Payment Date or Redemption Date shall be binding upon all Holders of such Securities Bond and any Bond issued upon transfer thereof or in exchange therefor or in lieu thereof. The final installment of principal of each Bond (including the Redemption Price of any transfer or exchange thereof subsequent to Bond called for optional redemption, if such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or optional redemption shall be paid to the Person to whom principal will be payable; provided further, that if and to the extent IRSA defaults result in the payment of the interest, including entire unpaid principal amount of any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, Bond) shall be paid to payable only upon presentation and surrender thereof on or after the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA by notice given by mail by or on behalf of IRSA to the Holders of the Securities not less than fifteen (15) days preceding such subsequent record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment or Redemption Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Date, whether or not such date is a Business Day. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Security at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds upon surrender of such Security therefor at the Corporate Trust Office or at of the specified office of any other Paying Agent; provided that the Security is presented to Bond Registrar. Whenever the Paying Agent in time for expects that the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments entire remaining unpaid principal amount of any Bond shall become due and payable on the principal of and any premiumnext Payment Date, interest, Additional Amounts and other amounts on it shall mail or in respect of Securities cause to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) DTC and the Common Depositary, as Holders of the Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds, (b) a Holder of U.S. $1,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due and (c) to the extent that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the relevant Series, shall be made by wire transfer of immediately available funds to an account specified in writing not less than fifteen (15) days prior to the date such payment is due by the Holder to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. If the principal of or any premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond IRSA’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of each Bond as of the close of the business on such Securities by making otherwise applicable Record Date a notice to the effect that:
(i) the Paying Agent expects that funds sufficient to pay such payment final installment shall be available in U.S. dollars at the Exchange Rate for Distribution Account on such Specified Currency on the Payment Date. The making of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under ; and
(ii) if such Security. If so specified in the resolutions of the Board of Directors or indenture supplemental hereto related to a Series of Securities denominated in a Specified Currency other than U.S. dollarsfunds are available, payments of principal, interest, Additional Amounts or other amounts such final installment shall be payable on or in respect of any such Security shall, to the extent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the Payment Date, if the Holder but only upon presentation and surrender of such Security on Bond at the relevant Regular Record Date office or at Stated Maturity, as agency of the case may be, has transmitted a written request Issuer maintained for such payment purpose pursuant to Section 3.02 (the address of which shall be set forth in U.S. dollars such notice). Notices in connection with optional redemptions of Bonds shall be mailed to the Trustee and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. Such request may be Holders in writing (mailed or hand delivered) or by facsimile transmission. Any such request made accordance with respect to any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. The U.S. dollar amount to be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Date, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of IRSA with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such obligations immediately before such redenominationSection 10.02.
Appears in 1 contract
Payments of Principal and Interest. Interest (and principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall be paid in immediately available funds to the Person in whose name a Security is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be paid to the Person to whom principal will be payable; provided further, that if and to the extent IRSA defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA by notice given by mail by or on behalf of IRSA to the Holders of the Securities not less than fifteen (15) days preceding such subsequent record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Date, whether or not such date is a Business Day. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Security at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds upon surrender of such Security at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Securities to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) DTC and the Common Depositary, as Holders of the Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds, (b) a Holder of U.S. $1,000,000 (or the 11924629 approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due and (c) to the extent that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the relevant Series, shall be made by wire transfer of immediately available funds to an account specified in writing not less than fifteen (15) days prior to the date such payment is due by the Holder to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. If the principal of or any premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond IRSA’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Payment Date. The making of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. If so specified in the resolutions of the Board of Directors or indenture supplemental hereto related to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or in respect of any such Security shall, to the extent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Trustee and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made with respect to any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. The U.S. dollar amount to be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day 11924629 preceding the applicable Payment Date, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of IRSA with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such obligations immediately before such redenomination.
Appears in 1 contract
Samples: Indenture (Cresud Inc)
Payments of Principal and Interest. Interest (and principala) Subject to repurchase, if any, payable other than at Stated Maturity redemption or upon acceleration or redemption) shall be paid in immediately available funds conversion pursuant to the Person terms hereof, as payments in respect of interest on the Debentures become due, interest payable on the Debentures on an Interest Payment Date will be payable by the Issuer to the Holders thereof in whose names the Debentures are registered at the close of business on the Interest Record Date with respect to the applicable Interest Payment Date.
(b) The Issuer shall, (A) no later than 10:00 a.m. on the day that is three (3) Business Days preceding such Interest Payment Date, deliver a certified cheque for the amount of interest payment payable on such Interest Payment Date (less any tax required to be withheld therefrom), to the order of the Trustee at the Corporate Trust Office, or (B) no later than 10:00 a.m. on the Business Day preceding such Interest Payment Date, provide to the Trustee such payment by electronic funds transfer to an account designated by the Trustee for all amounts due in respect of such interest (less any tax required to be withheld therefrom), in each case to enable the Trustee to forward such payment to the Holder in whose name a Security any Debenture is registered at the close of business on the Regular Interest Record Date next preceding each Interest Payment Date notwithstanding with respect to the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such applicable Interest Payment Date.
(c) Subject to Section 2.12, the delivery of such cheque, or the making of such payment by other means, by the Issuer to the Trustee as provided above shall satisfy and discharge the Issuer’s liability for payment of the interest on the Debentures to the extent of the sums represented thereby, plus the amount of any withholding or other tax deducted as aforesaid, unless such cheque is not paid at par on presentation; provided that in the event of the non-receipt of such cheque by the Holder, or the loss or destruction thereof, the Trustee on being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it shall issue to such Holder a replacement cheque for the amount of such cheque.
(d) Notwithstanding the foregoing, if the Issuer is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest payable at Stated Maturity due on each Debenture in the manner provided above, the Issuer may make payment of such interest or upon acceleration or redemption shall be paid make such interest available for payment in any other manner acceptable to the Person Trustee, acting reasonably, with the same effect as though payment had been made in the manner provided above as long as payment is made in cash and there is no material delay in making such payment.
(e) If a Debenture or a portion thereof is called or presented for repurchase, redemption or conversion and the repurchase date, Redemption Date or Conversion Date is subsequent to whom principal will be payable; provided further, that if and an Interest Record Date but prior to the extent IRSA defaults in the payment of the interest, including any Additional Amounts, due on such related Interest Payment Date, interest accrued on such defaulted interest, including any Additional Amounts, shall Debenture will be paid up to but excluding the repurchase date, Redemption Date or the Conversion Date, as applicable, to the Person Holders thereof in whose names such Securities the Debentures are registered at the end of a subsequent record date established by IRSA by notice given by mail by or on behalf of IRSA to the Holders of the Securities not less than fifteen (15) days preceding such subsequent record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular the Interest Record Date. Unless otherwise specified in .
(f) Subject to the resolutions foregoing provisions of this section, each Debenture delivered upon the Board transfer of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Date, whether or not such date is a Business Day. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on exchange for or in respect of any Security at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds upon surrender of such Security at the Corporate Trust Office or at the specified office lieu of any other Paying Agent; provided Debenture shall carry the rights to interest accrued and unpaid, and to accrue, that the Security is presented to the Paying Agent were carried by such other Debenture.
(g) All payments of interest in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts cash on or in respect of Securities to be made other than at Stated Maturity or upon redemption Global Debentures shall be made by check mailed on electronic funds transfer or before the due date for such payments certified cheque made payable to the address of Depository or its nominee on the Person entitled thereto as it appears in the Register; provided that (a) DTC and the Common Depositary, as day interest is payable for subsequent payment to Beneficial Holders of the applicable Global Securities, shall be entitled to receive payments of interest Debenture by wire transfer of immediately available funds, (b) a Holder of U.S. $1,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due and (c) to the extent that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the relevant SeriesParticipant, shall be made by wire transfer of immediately available funds to an account specified in writing not less than fifteen (15) days prior to unless the date such payment is due by the Holder to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. If the principal of or any premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond IRSA’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Payment Date. The making of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. If so specified in the resolutions of the Board of Directors or indenture supplemental hereto related to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or in respect of any such Security shall, to the extent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Trustee Issuer and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made with respect to any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. The U.S. dollar amount to be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Date, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless Depository otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of IRSA with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such obligations immediately before such redenominationagree.
Appears in 1 contract
Samples: Indenture
Payments of Principal and Interest. Interest (a) The Company covenants and agrees for the benefit of each series of Securities that it will pay or cause to be paid the principal of, and interest on, each of the Securities of such series at the place or places, at the respective times and in the manner provided in such Securities. The Company agrees to pay interest on overdue principal, if anyand, payable other to the extent lawful, overdue installments of interest at the rate per annum specified in such Securities. Unless otherwise provided in the Securities of any series, not later than at Stated Maturity 11:00 A.M. (New York City time) on the due date of any principal of, or upon acceleration or redemption) shall be paid interest on, any Securities, the Company will deposit with the paying agent moneys in immediately available funds sufficient to pay such amounts; provided, that if the Person Company or any Affiliate of the Company is acting as paying agent, it will, on or before each due date, segregate and hold in whose name a Security separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case, unless the paying agent is registered at the close Trustee, the Company will promptly notify the Trustee of business its compliance with this paragraph.
(a) An installment of principal or interest will be considered paid on the Regular Record Date next preceding each Interest Payment Date notwithstanding date due if the cancellation Trustee (or paying agent, other than the Company or any Affiliate of such Securities upon the Company) holds on that date money designated for and sufficient to pay the installment. If the Company or any transfer Affiliate of the Company acts as paying agent, an installment of principal or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall will be considered paid on the due date only if paid to the Person to whom principal will be payable; provided further, that if and to the extent IRSA defaults Holders.
(b) Payments in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA by notice given by mail by or on behalf of IRSA to the Holders respect of the Securities not less than fifteen (15) days preceding such subsequent record date, such record date represented by Global Securities are to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Date, whether or not such date is a Business Day. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Security at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds upon surrender of such Security at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Securities to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) DTC and the Common Depositary, as Holders of the Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds, (b) a Holder of U.S. $1,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due and (c) to the extent that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the relevant Series, shall be made by wire transfer of immediately available funds to an the account specified by the Holder of the Global Securities. With respect to any definitive Security, the Company will make all payments by wire transfer of immediately available funds to the accounts specified in writing not less than fifteen (15) by the Holders thereof or, if no account is specified at least 15 days prior to the applicable date for such payment is due payment, by the Holder check mailed to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. If the principal of or any premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond IRSA’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy at its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Payment Date. The making of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. If so specified address as it appears in the resolutions of the Board of Directors or indenture supplemental hereto related to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or in respect of any such Security shall, to the extent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Trustee and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made with respect to any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. The U.S. dollar amount to be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Date, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of IRSA with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such obligations immediately before such redenominationRegister.
Appears in 1 contract
Samples: Indenture (Flex Ltd.)
Payments of Principal and Interest. Interest (except Default Interest) and principalprincipal on this Series II Note which is payable, if anyand is punctually paid or duly provided for, payable other than at Stated Maturity or upon acceleration or redemption) on any Payment Date shall be paid in immediately available funds to the Person in whose name a Security such Series II Note is registered on the Register at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be paid to the Person to whom principal will be payable; provided further, that if and to the extent IRSA defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA by notice given by mail by or on behalf of IRSA to the Holders of the Securities not less than fifteen (15) days preceding such subsequent record date, such record date to be not less than fifteen (15) days preceding the date of payment . Payments in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Date, whether or not such date is a Business Day. Payments of the principal of and any premium, interest, Additional Amounts and other amounts interest on or in respect of any Security at Stated Maturity or upon acceleration or redemption shall this Series II Note will be made by the Paying Agent in the City of New York, by the Argentine Paying Agent in the City of Buenos Aires as provided below or, subject to the registered Holder on such date in immediately available funds upon surrender of such Security at the Corporate Trust Office any fiscal or other laws and regulations applicable thereto, at the specified office offices of any other Paying Agent; provided Agent appointed by the Company for such purpose. Payments in respect of principal on this Series II Note at the Payment Date will be made only against surrender of this Series II Note. If any Payment Date is not a Business Day, the Trustee will make the payment on the next Business Day and no interest will accrue for such period of time. Any payment under this Series II Note will be made by the Company by transfer of the relevant amount in Dollars from Argentina into the applicable account of the Paying Agent opened in New York City, as informed by the Trustee. In the event that the Security Company furnished to the Trustee evidence that the Company is presented unable to buy Dollars with Pesos on any Payment Date: (i) directly, by Purchasing Dollars at the foreign exchange market in Argentina and subsequently transferring them to the Paying Agent in time New York, or (ii) indirectly, by purchasing with Pesos any series of Argentine Discount Bonds or Argentine Par Bonds or any other securities or public or private bonds issued in Argentina and denominated in Dollars and transferring and selling such securities outside of Argentina for Dollars, to the extent not prohibited by law, or (iii) by means of any other legal procedure existing in Argentina for the purchase of Dollars and their subsequent transfer abroad (any such mechanism established in clauses (i), (ii) and (iii) above hereinafter referred to as “Purchase of Dollars”), because of any legal or regulatory restrictions, or because the Purchase of Dollars has become impossible due to reasons beyond the Company’s control, then the Company will discharge its payment obligations under this Series II Note by transferring the amount of Pesos (or such other currency that is the legal currency of Argentina at the time) owed as principal and interest (or other amounts due hereunder), on the applicable Payment Date to the Argentine Paying Agent prior to make such payments in such funds in accordance with its normal procedures. Payments 4:30 p.m., City of the principal of and any premiumBuenos Aires time, interest, Additional Amounts and other amounts on or in respect of Securities to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date (for such payments to the address of the Person entitled thereto as it appears credit in the Register; provided that (abanking account(s) DTC and in the City of Buenos Aires as designated by the Trustee or the Common Depositary, as Holders applicable) for subsequent transfer by the Argentine Paying Agent to the Peso banking account of the representative of Euroclear and Clearstream (in the case of a Regulation S Global SecuritiesNote), shall be entitled to receive payments of interest as instructed by wire transfer of immediately available funds, (b) a Holder of U.S. $1,000,000 (the Trustee or the approximate equivalent thereof in a Specified Currency Common Depositary, as applicable, for subsequent transfer by such representatives, as appropriate, to the accounts of Euroclear and Clearstream or any other than U.S. dollars) in aggregate principal or face applicable representative. The amount of Securities of Pesos to be paid will be calculated by the same Series shall Company based on the Dollar exchange rate using the Applicable Exchange Rate and will be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder notified to the Trustee in writing no later than fifteen (15) days prior to on the date such payment is due and (c) to the extent that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment Business Day of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the relevant Series, shall be made by wire transfer of immediately available funds to an account specified in writing not less than fifteen (15) days prior to the date such payment is due by the Holder to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. If the principal of or any premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond IRSA’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Payment Date. The making Payments in Pesos by the Company in Argentina made in accordance with this paragraph will constitute compliance by the Company with its payment obligations on account of any payment in respect of any Security in U.S. dollars under the foregoing circumstances this Series II Note and will not constitute an Event a default by the Company hereunder; accordingly, the Holders of Default under the Series II Notes (including this Series II Note) will not be entitled to any additional payments or acceleration of any terms whatsoever as a result of such Securitypayment being made in Pesos. If so specified In the event that it becomes possible again to effect the Purchase of Dollars, the Company will make due payments on the basis of the terms set forth in the resolutions first sentence of the Board of Directors or indenture supplemental hereto related to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or in respect of any such Security shall, to the extent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Trustee and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made with respect to any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. The U.S. dollar amount to be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Date, such payment will be made in the Specified Currencythis paragraph. All currency exchange costs associated and taxes payable in connection with any payment the procedures referred to in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will (i), (ii) and (iii) above shall be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of IRSA with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such obligations immediately before such redenominationCompany.
Appears in 1 contract
Payments of Principal and Interest. Interest (and principala) Any installment of interest or principal on a Bond, if anyor the Redemption Price of any Bond called for redemption, payable other than at Stated Maturity on any Bonds of any Series which is punctually paid or upon acceleration or redemption) duly provided for by the Issuer on the applicable Payment Date shall be paid in immediately available funds to the Person in whose name a Security such Bond (or one or more Predecessor Bonds) is registered at the close of business on the Regular Record Date next preceding each Interest for such Payment Date notwithstanding by (i) check mailed to such Person's address as it appears in the cancellation Bond Register on such Record Date, or (ii) upon written request made at least five business days prior to the applicable Record Date by any Holder of a Bond or Bonds of a particular Class having an aggregate Original Principal Amount that is in excess of the lesser of (x) $5,000,000 and (y) two-thirds of the aggregate Original Principal Amount of all Bonds of such Securities upon any Class, by wire transfer to a U.S. depository institution satisfactory to the Trustee, or exchange thereof subsequent to by such Regular Record Date other means of payment as such Holder and prior to such Interest Payment Date; the Trustee may agree. Any installment of interest or principal not punctually paid or duly provided that interest payable at Stated Maturity or upon acceleration or redemption for shall be paid to payable in the Person to whom principal will be payable; provided further, that if manner and to the extent IRSA defaults Persons specified in subsection (c) of this Section 2.9.
(b) All reductions in the payment principal amount of a Bond (or one or more Predecessor Bonds) effected by payments of installments of principal made on any Payment Date or by the interest, including allocation of any Additional Amounts, due on Realized Losses or a Junior Bond Write Down Amount to such Interest Payment Date, such defaulted interest, including any Additional Amounts, Bond shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA by notice given by mail by or on behalf of IRSA to the binding upon all Holders of such Bond and of any Bond issued upon the Securities not less than fifteen (15) days preceding such subsequent record date, such record date to be not less than fifteen (15) days preceding the date registration of payment in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions of the Board of Directors transfer thereof or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Dateexchange therefor or in lieu thereof, whether or not such date payment or allocation of losses is a Business Daynoted on such Bond. Payments The final installment of principal of each Bond (including the Redemption Price of any Bond called for redemption, if such redemption will result in payment of the entire unpaid principal amount of such Bond) shall be payable only upon presentation and any premium, interest, Additional Amounts and other amounts surrender thereof on or after the Payment Date therefor at the office or agency of the Issuer maintained by it for such purpose in respect the Borough of Manhattan, the City of New York, State of New York, pursuant to Section 3.2. Whenever, on the basis of Distributions on the Certificates securing a Series received and expected to be received on the related Distribution Date, the Issuer expects that the entire remaining unpaid principal amount of any Security at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds upon surrender Bonds of such Security at Series will become due and payable on the Corporate Trust Office next Principal Payment Date, unless specified otherwise in the related Series Supplement it shall mail or at the specified office of any other Paying Agent; provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Securities cause to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) DTC and the Common Depositarymailed, as Holders of the Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds, (b) a Holder of U.S. $1,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) five days prior to the date such payment is due and (c) to the extent that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the relevant Series, shall be made by wire transfer of immediately available funds to an account specified in writing not less than fifteen (15) days prior to the date such payment is due by the Holder to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. If the principal of or any premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond IRSA’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Payment Date. The making of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. If so specified in the resolutions of the Board of Directors or indenture supplemental hereto related to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or in respect of any such Security shall, to the extent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Trustee and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made with respect to any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. The U.S. dollar amount to be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Date, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of IRSA with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such obligations immediately before such redenomination.Principal
Appears in 1 contract
Samples: Indenture (CMC Securities Corp Iv)
Payments of Principal and Interest. Interest (Upon presentment and principaldelivery of the Note, if any, payable other than the Trustee will pay the principal amount of each Note at Stated Maturity or upon acceleration or redemption) shall be paid and the final installment of interest in immediately available funds to the Person in whose name funds. All interest payments on a Security is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be paid to the Person to whom principal will be payable; provided furtherNote, that if and to the extent IRSA defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA by notice given by mail by or on behalf of IRSA to the Holders of the Securities not less than fifteen (15) days preceding such subsequent record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Date, whether or not such date is a Business Day. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Security at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds upon surrender of such Security at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Securities to be made other than interest due at Stated Maturity or upon redemption shall Maturity, will be made by check drawn on the Trustee and mailed on or before by the due date for such payments Trustee to the address of the Person person entitled thereto as it appears provided in the Register; provided that Note. However, holders of ten million dollars or more in aggregate principal amount of Notes (awhether having identical or different terms and provisions) DTC and the Common Depositary, as Holders of the Global Securities, shall be entitled to receive payments of interest interest, other than at Maturity, by wire transfer of immediately available funds, (b) a Holder of U.S. $1,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest by wire transfer of immediately available funds to an a designated account maintained by such Holder at a bank located in the United States as may have been appropriately designated upon receipt by such Holder to the Trustee in writing no of written instructions from such a holder not later than fifteen (15) days prior to the date such payment is due and (c) to regular Record Date for the extent that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the relevant Series, shall be made by wire transfer of immediately available funds to an account specified in writing not less than fifteen (15) days prior to the date such payment is due by the Holder to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. If the principal of or any premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond IRSA’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Interest Payment Date. The making Any payment of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. If so specified in the resolutions of the Board of Directors principal or indenture supplemental hereto related interest required to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or in respect of any such Security shall, to the extent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the on an Interest Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity of a Note which is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or at Maturity, as the case may be, has transmitted and no interest shall accrue for the period from and after such Interest Payment Date or Maturity. The Trustee will provide monthly to the Company a written request list of the principal and interest to be paid on Notes maturing in the next succeeding month. The Trustee will be responsible for withholding taxes on interest paid as required by applicable law, but shall be relieved from any such payment responsibility if it acts in U.S. dollars good faith and in reliance upon an opinion of counsel. Notes presented to the Trustee at Maturity for payment will be cancelled by the Trustee. All cancelled Notes held by the Trustee shall be destroyed, and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior Trustee shall furnish to the Stated Maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made Company a certificate with respect to such destruction. Settlement Procedures: Settlement Procedures with regard to each Note purchased through any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) days prior to the Stated MaturityAgent, as the case may be. The U.S. dollar amount to agent, shall be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Date, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of IRSA with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such obligations immediately before such redenomination.as follows:
Appears in 1 contract
Samples: Distribution Agreement (International Lease Finance Corp)
Payments of Principal and Interest. Interest Upon Exercise of Optional Repayment (Except Pursuant to Company's Exercise of Optional Reset or Optional Extension): Trustee Notice to Company of Option to be Repaid. Upon receipt of notice of exercise of the option for repayment and principalthe Certificated Notes to be repaid as set forth in such Notes, if anythe Trustee for such Certificated Notes shall (unless such notice was received pursuant to the Company's exercise of an optional reset or an optional extension of maturity, payable other than at Stated Maturity or upon acceleration or redemption) in each of which cases the relevant procedures set forth above shall be paid in immediately available funds followed) give notice to the Person in whose name a Security is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be paid to the Person to whom principal will be payable; provided further, that if and to the extent IRSA defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA by notice given by mail by or on behalf of IRSA to the Holders of the Securities Company not less than fifteen (15) 20 days preceding prior to each Optional Repayment Date of such subsequent record date, such record date Optional Repayment Date and of the principal amount of Certificated Notes to be not less than fifteen (15) days preceding repaid on such Optional Repayment Date. Failure to Settle: If a purchaser fails to accept delivery of and make payment for any Certificated Note, the date Agent will notify the Company and the applicable Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of payment such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such defaulted interestNote. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall Such wire transfer will be made on the Interest Payment Date settlement date, if possible, and in any event not later than the Business Day following the next succeeding Regular Record Date settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Agency Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions account of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Date, whether or not such date is a Business DayCompany. Payments Immediately upon receipt of the principal of and any premium, interest, Additional Amounts and other amounts on or Certificated Note in respect of which such failure occurred, the applicable Trustee will mark such Note "canceled," make appropriate entries in the applicable Trustee's records and send such Note to the Company. Trustees Not to Risk Nothing herein shall be deemed to require either Trustee Funds: to risk or expend its own funds in connection with any Security at Stated Maturity payment to the Company, the Agent or upon acceleration the purchaser, it being understood by all parties that payments made by either Trustee to the Company, the Agent or redemption the purchaser shall be made to the registered Holder on such date in immediately available funds upon surrender of such Security at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Securities to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) DTC and the Common Depositary, as Holders of the Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds, (b) a Holder of U.S. $1,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due and (c) only to the extent that funds are provided to such Trustee for such purpose. Authenticity of The Company will cause each Trustee to furnish the Holder Signatures: Agent from time to time with the specimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will not have any ob ligation or liability to the Company or a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or Trustee in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions authenticity of the Board signature of Directors any officer, employee or in an indenture supplemental hereto related to agent of the relevant Series, shall be made by wire transfer of immediately available funds to an account specified in writing not less than fifteen (15) days prior to the date such payment is due by the Holder to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. If the principal of Company or any premium, interest, Additional Amounts or other amounts a Trustee on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond IRSA’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Payment Date. The making of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. If so specified in the resolutions of the Board of Directors or indenture supplemental hereto related to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or in respect of any such Security shall, to the extent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Trustee and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made with respect to any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. The U.S. dollar amount to be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Date, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of IRSA with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such obligations immediately before such redenominationCertificated Note.
Appears in 1 contract
Samples: Global Selling Agency Agreement (Salomon Smith Barney Holdings Inc)
Payments of Principal and Interest. Interest (Upon presentment and principaldelivery of the Note, if any, payable other than the Trustee will pay the principal amount of each Note at Stated Maturity or upon acceleration or redemption) shall be paid and the final installment of interest in immediately available funds to the Person in whose name funds. All interest payments on a Security is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be paid to the Person to whom principal will be payable; provided furtherNote, that if and to the extent IRSA defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA by notice given by mail by or on behalf of IRSA to the Holders of the Securities not less than fifteen (15) days preceding such subsequent record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Date, whether or not such date is a Business Day. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Security at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds upon surrender of such Security at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Securities to be made other than interest due at Stated Maturity or upon redemption shall Maturity, will be made by check drawn on the Trustee and mailed on or before by the due date for such payments Trustee to the address of the Person person entitled thereto as it appears provided in the Register; provided that Note. However, holders of ten million dollars or more in aggregate principal amount of Notes (awhether having identical or different terms and provisions) DTC and the Common Depositary, as Holders of the Global Securities, shall be entitled to receive payments of interest interest, other than at Maturity, by wire transfer of immediately available funds, (b) a Holder of U.S. $1,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest by wire transfer of immediately available funds to an a designated account maintained by such Holder at a bank located in the United States as may have been appropriately designated upon receipt by such Holder to the Trustee in writing no of written instructions from such a holder not later than fifteen (15) days prior to the date such payment is due and (c) to regular Record Date for the extent that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the relevant Series, shall be made by wire transfer of immediately available funds to an account specified in writing not less than fifteen (15) days prior to the date such payment is due by the Holder to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. If the principal of or any premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond IRSA’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Interest Payment Date. The making Any payment of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. If so specified in the resolutions of the Board of Directors principal or indenture supplemental hereto related interest required to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or in respect of any such Security shall, to the extent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the on an Interest Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity of a Note which is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or at Maturity, as the case may be, has transmitted and no interest shall accrue for the period from and after such Interest Payment Date or Maturity. The Trustee will provide monthly to the Company a written request list of the principal and interest to be paid on Notes maturing in the next succeeding month. The Trustee will be responsible for withholding taxes on interest paid as required by applicable law, but shall be relieved from any such payment responsibility if it acts in U.S. dollars good faith and in reliance upon an opinion of counsel. Notes presented to the Trustee at Maturity for payment will be cancelled by the Trustee. All cancelled Notes held by the Trustee shall be destroyed, and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior Trustee shall furnish to the Stated Maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made Company a certificate with respect to such destruction. Settlement Procedures: Settlement Procedures with regard to each Note purchased through any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) days prior to the Stated MaturityAgent, as agent, shall be as follows: A. The Presenting Agent will advise the case may beCompany by telephone of the following Settlement information with regard to each Note: 1. The U.S. dollar amount Exact name in which the Note is to be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on registered (the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Date, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of IRSA with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such obligations immediately before such redenomination"Registered Owner").
Appears in 1 contract
Samples: Distribution Agreement (International Lease Finance Corp)