o Check if Transfer is Pursuant to Other Exemption (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:
1. The Transferor owns and proposes to transfer the following:
(a) o a beneficial interest in the:
Conhecimento da Lingua O Contratado, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo de Atribuição (“Agreement” xx xxxxxx).
¨ Check if Transfer is Pursuant to Other Exemption (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name: Title:
1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)]
(a) ¨ a beneficial interest in the:
(i) ¨ 144A Global Security (CUSIP ), or
(ii) ¨ Regulation S Global Security (CUSIP ); or
(b) ¨ a Restricted Definitive Security.
2. After the transfer the Transferee will hold:
(a) ¨ a beneficial interest in the:
(i) ¨ 144A Global Security (CUSIP ), or
(ii) ¨ Regulation S Global Security (CUSIP ), or
(iii) ¨ Unrestricted Global Security (CUSIP ); or
(b) ¨ a Restricted Definitive Security; or
(c) ¨ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. The ADT Corporation 0000 Xxxxxx Xxxx Xxxx Xxxxx, XX 00000 Attention: Treasury Department Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Attention: Corporate Trust Services Attention: Corporation Trust Services Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , among The ADT Corporation, a Delaware company (the “Company”), and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ][and the Board Resolution adopted ] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”), owns and proposes to exchange the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Exchange, the Transferor hereby certifies that:
Argentina Caja de Valores S A. Australia Austraclear Limited Reserve Bank Information and Transfer System Austria Öesterreichische Kontrollbank AG (Wertpapiersammelbank Division) Belgium Caisse Interprofessionnelle de Dépôt et de Virement de Titres S.A. Banque Nationale de Belgique Brazil Companhia Brasileira de Liquidaçao e Custodia (CBLC) Bolsa de Valores de Rio de Janeiro All SSB clients presently use CBLC Central de Custodia e de Liquidação Financeira de Titulos Bulgaria Central Depository AD Bulgarian National Bank Canada The Canadian Depository for Securities Limited People’s Republic Shanghai Securities Central Clearing and of China Registration Corporation Shenzhen Securities Central Clearing Co., Ltd. Costa Rica Central de Valores S.A. (CEVAL) Croatia Ministry of Finance National Bank of Croatia Czech Republic Stredisko cenných papírů Czech National Bank Denmark Værdipapircentralen (the Danish Securities Center) Egypt Misr Company for Clearing, Settlement, and Central Depository Estonia Eesti Väärtpaberite Keskdepositoorium Finland The Finnish Central Securities Depository France Société Interprofessionnelle pour la Compensation des Valeurs Mobilières (SICOVAM) Germany Deutsche Börse Clearing AG Greece The Central Securities Depository (Apothetirion Titlon AE) Hong Kong The Central Clearing and Settlement System Central Money Markets Unit Hungary The Central Depository and Clearing House (Budapest) Ltd. (KELER) India The National Securities Depository Limited Indonesia Bank Indonesia Ireland Central Bank of Ireland Securities Settlement Office Israel The Tel Aviv Stock Exchange Clearing House Ltd. Bank of Israel Italy Monte Titoli S.p.A. Banca d’Italia Ivory Coast Depositaire Central – Banque de Règlement Jamaica The Jamaican Central Securities Depository Japan Bank of Japan Net System Kenya Central Bank of Kenya Republic of Korea Korea Securities Depository Corporation Latvia The Latvian Central Depository Lebanon The Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East (MIDCLEAR) X.X.X. The Central Bank of Lebanon Lithuania The Central Securities Depository of Lithuania Malaysia The Malaysian Central Depository Sdn. Bhd. Bank Negara Malaysia, Scripless Securities Trading and Safekeeping System Mauritius The Central Depository & Settlement Co. Ltd. Mexico S.D. INDEVAL, S.A. de C.V. (Instituto para el Depósito de Valores) Morocco Maroclear The Netherlands Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. (NECIGEF) De Nederlandsche Bank N.V. New Zealand New Zealand Central Securities Depository Limited Norway Verdipapirsentralen (the Norwegian Registry of Securities) Oman Muscat Securities Market Pakistan Central Depository Company of Pakistan Limited Peru Caja de Valores y Liquidaciones S.A. (CAVALI) Philippines The Philippines Central Depository, Inc. The Registry of Scripless Securities (XXXX) of the Bureau of the Treasury Poland The National Depository of Securities (Krajowy Depozyt Papierów Wartościowych) Central Treasury Bills Registrar Portugal Central de Valores Mobiliários (Central) Romania National Securities Clearing, Settlement and Depository Co. Bucharest Stock Exchange Registry Division Singapore The Central Depository (Pte) Limited Monetary Authority of Singapore Slovak Republic Stredisko Cenných Papierov National Bank of Slovakia Slovenia Klirinsko Depotna Xxxxxx x.x. South Africa The Central Depository Limited Spain Servicio de Compensación y Liquidación de Valores, S.A. Banco de España, Central de Anotaciones en Cuenta Sri Lanka Central Depository System (Pvt) Limited Sweden Värdepapperscentralen AB (the Swedish Central Securities Depository) Switzerland Schweizerische Effekten - Giro AG Taiwan - R.O.C. The Taiwan Securities Central Depository Co., Ltd. Thailand Thailand Securities Depository Company Limited Tunisia Société Tunisienne Interprofessionelle de Compensation et de Dépôt de Valeurs Mobilières Central Bank of Tunisia Tunisian Treasury Turkey Takas ve Saklama Bankasi A.S. (TAKASBANK) Central Bank of Turkey Ukraine The National Bank of Ukraine United Kingdom The Bank of England, The Central Gilts Office and The Central Moneymarkets Office Uruguay Central Bank of Uruguay Venezuela Central Bank of Venezuela Zambia Lusaka Central Depository Limited Bank of Zambia
Yours sincerely Xxxxxx Xxxxx
Egypt HSBC Bank Egypt S A.E. (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Estonia AS Hansabank Finland Skandinaviska Enskilda Bankken AB, Sweden (operating through its Helsinki branch) France Deutsche Bank AG, Netherlands (operating through its Paris branch) Germany Deutsche Bank AG Ghana Barclays Bank of Ghana Limited Greece National Bank of Greece S.A. Guinea-Bissau via Societe Generale de Banques en Cote d’Ivoire, Abidjan, Ivory Coast Hong Kong Standard Chartered Bank (Hong Kong) Limited Hungary UniCredit Bank Hungary Zrt. Iceland Kaupthing Bank hf. India Deutsche Bank AG The Hongkong and Shanghai Banking Corporation Limited Indonesia Deutsche Bank AG Ireland Bank of Ireland Israel Bank Hapoalim B.M. Italy Deutsche Bank S.p.A. Ivory Coast Societe Generale de Banques en Cote d’Ivoire Jamaica Bank of Nova Scotia Jamaica Limited Japan Mizuho Corporate Bank Ltd. Sumitomo Mitsui Banking Corporation Jordan HSBC Bank Middle East Limited (as delegate of the Hongkong and Shanghai Banking Corporation Limited) Kazakhstan SB HSBC Bank Kazakhstan JSC (as delegate of the Hongkong and Shanghai Banking Corporation Limited) Kenya Barclays Bank of Kenya Limited Republic of Korea Deutsche Bank AG The Hongkong and Shanghai Banking Corporation Limited Kuwait HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Latvia A/s Hansabanka Lebanon HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Lithuania SEB Vilniaus Bankas AB Malaysia Standard Chartered Bank Malaysia Berhad Mali via Societe Generale de Banques en Cote d’Ivoire, Abidjan, Ivory Coast Malta The Hongkong and Shanghai Banking Corporation Limited Mauritius The Hongkong and Shanghai Banking Corporation Limited Mexico Banco Nacional de Mexico S.A. Morocco Attijariwafa bank Namibia Standard Bank Namibia Limited Netherlands Deutsche Bank AG New Zealand The Hongkong and Shanghai Banking Corporation Limited Niger via Societe Generale de Banques en Cote d’Ivoire, Abidjan, Ivory Coast Nigeria IBTC Chartered Bank Plc. Norway Skandinaviska Enskilda Bankken AB, Sweden (operating through its Oslo branch) Oman HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Pakistan Deutsche Bank AG Palestine HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Panama HSBC Bank (Panama) S.A. Peru Citibank del Peru, S.A. Philippines Standard Chartered Bank Poland Bank Handlowy w Warszawie S.A. Portugal Banco Comercial Portugues S.A. Puerto Rico Citibank N.A. Qatar HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Romania ING Bank N.V. Russia ING Bank (Eurasia) ZAO, Moscow Saudi Arabia Saudi British Bank (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Senegal via Societe Generale de Banques en Cote d’Ivoire, Abidjan, Ivory Coast Serbia Unicredit Bank Serbia JSC Singapore DBS Bank Limited United Overseas Bank Limited Slovak Republic Ceskoslovenska Obchodni Banka, a.s., pobocka zahranicnej banky v SR Slovenia Unicredit Bank Slovenija d.d. South Africa Nedbank Limited Standard Bank of South Africa Limited Spain Deutsche Bank S.A.E. Sri Lanka The Hongkong and Shanghai Banking Corporation Limited Swaziland Standard Bank Swaziland Limited Sweden Skandinaviska Enskilda Xxxxxx XX Switzerland UBS AG Taiwan - R.O.C. Bank of Taiwan Thailand Standard Chartered Bank (Thai) Public Company Limited Togo via Societe Generale de Banques en Cote d’Ivoire, Abidjan, Ivory Coast Trinidad & Tobago Republic Bank Limited Tunisia Banque Internationale Arabe de Tunisie Turkey Citibank, A.S. Uganda Barclays Bank of Uganda Limited Ukraine ING Bank Ukraine United Arab Emirates - Dubai Financial Market HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) United Arab Emirates - Dubai International Financial Center HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) United Kingdom State Street Bank and Trust Company, United Kingdom branch Uruguay Bank Itau Uruguay S.A. Venezuela Citibank, N.A. Vietnam The Hongkong and Shanghai Banking Corporation Limited Zambia Barclays Bank of Zambia Plc. Zimbabwe Barclays Bank of Zimbabwe Limited 12/31/07 Argentina Caja de Valores S.A. Australia Austraclear Limited Austria Oesterreichische Kontrollbank AG (Wertpapiersammelbank Division) Bahrain Clearing, Settlement, and Depository System of the Bahrain Stock Exchange Bangladesh Central Depository Bangladesh Limited Belgium Banque Nationale de Belgique Euroclear Belgium Benin Depositaire Central - Banque de Reglement Bermuda Bermuda Securities Depository Brazil Central de Custodia e de Liquidacao Financeira de Titulos Privados (CETIP) Companhia Brasileira de Liquidacao e Custodia Sistema Especial de Liquidacao e de Custodia (SELIC) Bulgaria Bulgarian National Bank Central Depository AD Burkina Faso Depositaire Central - Banque de Reglement Canada The Canadian Depository for Securities Limited Chile Deposito Central de Valores S.A. People’s Republic of China China Securities Depository and Clearing Corporation Limited, Shanghai Branch China Securities Depository and Clearing Corporation Limited Shenzhen Branch Colombia Deposito Central de Valores Deposito Centralizado de Valores de Colombia S..A. (DECEVAL) Costa Rica Central de Valores S.A. Croatia Sredisnja depozitarna agencija d.d. Cyprus Central Depository and Central Registry Czech Republic Czech National Bank Stredisko cennych papiru - Ceska republika Denmark Vaerdipapircentralen Dubai International Financial Center Central Securities Depository department of the Dubai International Financial Exchange Egypt Misr for Clearing, Settlement, and Depository S.A.E. Central Bank of Egypt Estonia AS Eesti Vaartpaberikeskus Finland Suomen Arvopaperikeskus Oy France Euroclear France Germany Clearstream Banking AG, Frankfurt Greece Apothetirion Titlon AE Bank of Greece, System for Monitoring Transactions in Securities in Book-Entry Form Guinea-Bissau Depositaire Central - Banque de Reglement Hong Xxxx Xxxxxxx Xxxxxxxxxxxx Xxxx Xxxx Xxxx Securities Clearing Company Limited Hungary Kozponti Elszamolohaz es Ertektar (Budapest) Zrt. (KELER) Iceland Icelandic Securities Depository Limited India Central Depository Services (India) Limited National Securities Depository Limited Reserve Bank of India Indonesia Bank Indonesia PT Kustodian Sentral Efek Indonesia Israel Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearing House) Italy Monte Titoli S.p.A. Ivory Coast Depositaire Central - Banque de Reglement Jamaica Jamaica Central Securities Depository Japan Bank of Japan - Net System Japan Securities Depository Center (JASDEC) Incorporated Jordan Securities Depository Center Kazakhstan Central Securities Depository Kenya Central Depository and Settlement Corporation Limited Central Bank of Kenya Republic of Korea Korea Securities Depository Kuwait Kuwait Clearing Company Latvia Latvian Central Depository Lebanon Banque du Liban Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East (Midclear) X.X.X. Lithuania Central Securities Depository of Lithuania Malaysia Bank Negara Malaysia Bursa Malaysia Depository Sdn. Bhd. Mali Depositaire Central - Banque de Reglement Malta Central Securities Depository of the Malta Stock Exchange Mauritius Bank of Mauritius Central Depository and Settlement Co. Ltd. Mexico S.D. INDEVAL, S.A. de C.V. Morocco Maroclear Namibia Bank of Namibia Netherlands Euroclear Nederland New Zealand New Zealand Central Securities Depository Limited Niger Depositaire Central - Banque de Reglement Nigeria Central Securities Clearing System Limited Norway Verdipapirsentralen Oman Muscat Depository & Securities Registration Company, SAOC Pakistan Central Depository Company of Pakistan Limited State Bank of Pakistan Palestine Clearing, Depository and Settlement, a department of the Palestine Securities Exchange Panama Central Latinoamericana de Valores, S.A. (LatinClear) Peru Caja de Valores y Liquidaciones, Institucion de Compensacion y Liquidacion de Valores S.A Philippines Philippine Depository & Trust Corporation Registry of Scripless Securities (XXXX) of the Bureau of Treasury Poland Rejestr Papierow Wartosciowych Krajowy Depozyt Papierow Wartosciowych S.A. Portugal INTERBOLSA - Sociedade Gestora de Sistemas de Liquidacao e de Sistemas Centralizados de Valores Mobiliarios, S.A. Qatar Central Clearing and Registration (CCR), a department of the Doha Securities Market Romania S.C. Depozitarul Central S.A. National Bank of Romania Russia Vneshtorgbank, Bank for Foreign Trade of the Russian Federation National Depository Center Saudi Arabia Tadawul Central Securities Depository Senegal Depositaire Central - Banque de Reglement Serbia Central Registrar and Central Depository for Securities Singapore The Central Depository (Pte) Limited Monetary Authority of Singapore Slovak Republic Naodna banka slovenska Centralny depozitar cennych papierov SR, a.s. Slovenia KDD - Centralna klirinsko depotna xxxxxx x.x. South Africa Strate Ltd. Spain IBERCLEAR Sri Lanka Central Depository System (Pvt) Limited Sweden Vardepapperscentralen VPC AB Switzerland SegaIntersettle AG (SIS) Taiwan - R.O.C. Taiwan Depository and Clearing Corporation Thailand Thailand Securities Depository Company Limited Togo Depositaire Central - Banque de Reglement Trinidad and Tobago Central Bank of Trinidad and Tobago Tunisia Societe Tunisienne Interprofessionelle pour la Compensation et de Depots des Valeurs Mobilieres (STICODEVAM) Turkey Central Bank of Turkey Central Registry Agency Uganda Bank of Uganda Ukraine Mizhregionalny Fondovy Souz National Bank of Ukraine United Arab Emirates Clearing and Depository System, a department of the Dubai Financial Market Dubai International Financial Exchange Ltd. central securities depository United Kingdom Euroclear UK & Ireland Limited Uruguay Banco Central del Uruguay Venezuela Banco Central de Venezuela Caja Venezolana de Valores Vietnam Vietnam Securities Depository Zambia Bank of Zambia XxXX Central Shares Depository Limited TRANSNATIONAL Euroclear Bank S.A./N.V. Clearstream Banking, S.A. 12/31/07 OPERATING GUIDELINES
SEC Filings and the Xxxxxxxx-Xxxxx Act (a) As of the date hereof, the Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 and (iii) all of its other Company SEC Documents.
(b) Since January 1, 2018 through the date hereof, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SEC.
(c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law.
(d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company SEC Document filed pursuant to the Exchange Act contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(e) The Company has Made Available to Parent correct and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC.
(f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respects.
No Sinking Fund No sinking fund shall be established for the retirement or redemption of Series A Preferred Units.
Mandatory and Optional Sinking Funds The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a "mandatory sinking fund payment," and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an "optional sinking fund payment." The date on which a sinking fund payment is to be made is herein referred to as the "sinking fund payment date." In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by the Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant to Section 2.10, (b) receive credit for optional sinking fund payments (not previously so, credited) made pursuant to this Section 12.5, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Issuer through any optional redemption provision contained in the terms of such series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the 60th day next preceding each sinking fund payment date for any series, the Issuer will deliver to the Trustee an Officers' Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of Securities of such series and the basis for such credit, (b) stating that none of the Securities of such series to be so credited has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured or otherwise ceased to exist) and are continuing, and (d) stating whether or not the Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with such Officers' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers' Certificate shall be irrevocable and upon its receipt by the Trustee the Issuer shall become unconditionally obligated to make all the cash payments or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Issuer, on or before any such 60th day, to deliver such Officers' Certificate and Securities (subject to the parenthetical clause in the second preceding sentence) specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof, and (ii) that the Issuer will make no optional sinking fund payment with respect to such series as provided in this Section 12.5. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000, or a lesser sum if the Issuer shall so request with respect to the Securities of any particular series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price together with accrued interest, if any, to the date fixed for redemption. If such amount shall be $50,000 or less and the Issuer makes no such request, then it shall be carried over until a sum in excess of $50,000 is available. The Trustee shall select, in the manner provided in Section 12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Issuer) inform the Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. The Issuer, or the Trustee, in the name and at the expense of the Issuer (if the Issuer shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 12.2 (and with the effect provided in Section 12.3) for the redemption of Securities of such series in part at the option of the Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section 12.5. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the principal of, and interest, if any, on, the Securities of such series at maturity. On or before each sinking fund payment date, the Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest, if any, accrued to the date fixed for redemption on Securities to be redeemed on such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or give any notice of redemption of Securities for such series by operation of the sinking fund during the continuance of a default in payment of interest on such Securities or of any Event of Default with respect to such series except that, where the giving of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Issuer a sum sufficient for such redemption. Except as aforesaid, and subject to Article Thirteen, any moneys in the sinking fund for such series at the time when any such default or Event of Default known to a Responsible Officer of the Trustee shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such default or Event of Default, be deemed to have been collected under Article Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Article Five or the default cured on or before the 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.
Disputes between a Contracting Party and an Investor (1) Any dispute which may arise between an investor of one Contracting Party and the other Contracting Party in connection with an investment on the territory of that other Contracting Party shall be subject to negotiations between the parties in dispute.
(2) If any dispute between an investor of one Contracting Party and the other Contracting Party continues to exist after a period of three months, investor shall be entitled to submit the case either to:
(a) The International Centre for Settlement of Investment Disputes having regard to the applicable provisions of the Convention on the Settlement of Investment Disputes between States and Nationals of other States opened for signature at Washington D.C. on 18 March 1965, or in case both Contracting Parties have not become parties to this Convention,
(b) An arbitrator or international ad hoc arb1 tral tribunal established under the Arbitration Rules of the United Nations Commission on International Trade Law. The parties to the dispute may agree in writing to modify these Rules. The arbitral awards shall be final and binding on both Parties to the dispute.Arbitration Rules of the United Nations Commission on International Trade Law. The parties to the dispute may agree in writing to modify these Rules. The arbitral awards shall be final and binding on both Parties to the dispute.
