ACCOUNTS AND PAYMENT. 5.1 The Trustee undertakes that it shall have opened, prior to the Issue Date, and undertakes that it shall maintain in its name in London, the Transaction Account which account shall be non-interest bearing and operated by the Principal Paying Agent on behalf of the Trustee for the benefit and use of the Certificateholders. 5.2 The Trustee shall unconditionally cause to be deposited by wire transfer into the relevant Transaction Account by no later than 10.00 a.m. local time in the principal financial centre of the country of the Specified Currency: (a) on or before the Business Day preceding each Periodic Distribution Date, to the extent paid by the Services Agent pursuant to the Service Agency Agreement and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, an amount equal to the Periodic Distribution Amount due on that Periodic Distribution Date; (b) on the Business Day preceding the relevant Dissolution Date or any earlier date on which, all outstanding Certificates are redeemed in accordance with the Conditions, and to the extent paid by Majid Al Futtaim Properties pursuant to the Purchase Undertaking or the Trustee Sale and Purchase Undertaking, as the case may be, and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, all amounts paid to it by Majid Al Futtaim Properties pursuant to the Purchase Undertaking or the Trustee Sale and Purchase Undertaking, as the case may be, and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, as the case may be; and (c) on or before the Business Day preceding the relevant Certificateholder Put Option Date, Change of Control Put Option Date or Tangibility Event Put Option Date, as the case may be, an amount equal to the Optional Dissolution Amount (Certificateholder Put), Change of Control Dissolution Amount or Tangibility Event Dissolution Distribution Amount, respectively, specified in the applicable Exercise Notice delivered under the Purchase Undertaking. 5.3 The entity making the relevant payment shall procure that, before 1.00 p.m. (London time) on the third Business Day before each Periodic Distribution Date or the Dissolution Date, as the case may be, the bank effecting payment to the Transaction Account confirms by tested telex or authenticated SWIFT message to the Principal Paying Agent the irrevocable payment instructions relating to such payment. 5.4 The Trustee hereby instructs the Principal Paying Agent to, and the Principal Paying Agent agrees that it shall, on each Periodic Distribution Date and on any Dissolution Date, apply the monies standing to the credit of the Transaction Account in the following order of priority (and shall not be obliged to repay any such amount): (a) first, to the Delegate in respect of all amounts owing to it under the Transaction Documents in its capacity as Delegate; (b) second, to the Principal Paying Agent for application in or towards payment (c) third, only if such payment is made on the Scheduled Dissolution Date or a Dissolution Date, to the Principal Paying Agent for application in or towards payment pari passu and rateably of the relevant Dissolution Amount or the amount payable on a Total Loss Event, as the case may be; and (d) fourth, only if such payment is made on the Scheduled Dissolution Date or a Dissolution Date, to the Services Agent to apply in accordance with the Service Agency Agreement. The Trustee agrees that it will not issue any instructions to the Principal Paying Agent that conflict with the instructions set out above and further agrees that any contrary instructions it may give to the Principal Paying Agent shall constitute a breach of this Agreement. 5.5 In respect of all Periodic Distribution Amounts, the Principal Paying Agent shall perform its obligations as set out in, and in accordance with the terms of, the Conditions and the applicable Final Terms. 5.6 The Principal Paying Agent shall apply each amount paid to it under this Clause 5 in accordance with the provisions of this Agreement, the Master Trust Deed and the Conditions.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
ACCOUNTS AND PAYMENT. 5.1 The Trustee undertakes that it shall have openedopened with the Principal Paying Agent, prior to the Issue DateDate of any Series, and undertakes that it shall maintain in its name in Londonname, the a separate Transaction Account in London in respect of each Series which account shall be non-interest bearing and operated by the Principal Paying Agent on behalf of the Trustee for the benefit and use of the Certificateholders.
5.2 The Trustee shall unconditionally cause to be deposited by wire transfer into the relevant Transaction Account by no later than 10.00 a.m. (local time in the principal financial centre of the country of the Specified Currency:Currency in same day freely transferable, cleared funds):
(a) 5.2.1 on or before the date which is the Business Day immediately preceding each Periodic Distribution Date, to the extent paid by the Services Agent Bank (acting in its relevant capacities) pursuant to the Service Agency Agreement and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust DeedAgreement, an amount equal to the Periodic Distribution relevant Required Amount due with respect to each Series on that the relevant Periodic Distribution Date;
(b) 5.2.2 on the date which is the Business Day immediately preceding the relevant Dissolution Date or any earlier date on which(other than the Dissolution Event Redemption Date), all outstanding Certificates are redeemed in accordance with the Conditions, and to the extent paid by Majid Al Futtaim Properties the Bank (acting in its relevant capacities) pursuant to the Purchase Undertaking or the Trustee Sale and Purchase Undertaking, as the case may be, and (and, if applicable) , the Master Murabaha Agreement or by the Guarantor pursuant Agreement, an amount equal to the relevant Trust Deed, all amounts paid Dissolution Amount applicable to it by Majid Al Futtaim Properties pursuant to the Purchase Undertaking or the Trustee Sale and Purchase Undertaking, as the case may be, and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deedsuch Dissolution Date, as the case may be; and
(c) 5.2.3 provided that a Dissolution Event has occurred, on or before the Business Day preceding the relevant Certificateholder Put Option Dissolution Event Redemption Date, Change of Control Put Option Date or Tangibility Event Put Option Date, as the case may be, an amount equal to the Optional Dissolution Amount extent paid by the Bank (Certificateholder Put), Change of Control Dissolution Amount or Tangibility Event Dissolution Distribution Amount, respectively, specified acting in the applicable Exercise Notice delivered under its relevant capacities) pursuant to the Purchase UndertakingUndertaking and, if applicable, the Master Murabaha Agreement.
5.3 The entity making the relevant payment shall procure that, before 1.00 p.m. (London time) on the third Business Day before each Periodic Distribution Date or the Dissolution Date, as the case may be, the bank effecting payment Subject to the Transaction Account confirms by tested telex or authenticated SWIFT message to the Principal Paying Agent the irrevocable payment instructions relating to such payment.
5.4 The Trustee hereby instructs the Principal Paying Agent toClause 5.5 below, and in all cases in accordance with the Principal Paying Agent agrees that it shallMaster Declaration of Trust, on each Periodic Distribution Date and or on any Dissolution Date, or any earlier date specified for the dissolution of the Trust for each Series, the Principal Paying Agent shall apply the monies standing to the credit of the relevant Transaction Account in the following order of priority (and shall not be obliged to repay any such amount):
(a) first, to the Delegate in respect of all amounts owing to it under the Transaction Documents in its capacity as Delegate;
(b) second, to the Principal Paying Agent for application in or towards payment
(c) third, only if such payment is made on the Scheduled Dissolution Date or a Dissolution Date, to the Principal Paying Agent for application in or towards payment pari passu and rateably of the relevant Dissolution Amount or the amount payable on a Total Loss Event, as the case may be; and
(d) fourth, only if such payment is made on the Scheduled Dissolution Date or a Dissolution Date, to the Services Agent to apply in accordance with the Service Agency Agreement. The Trustee agrees that it will not issue any instructions to the Principal Paying Agent that conflict with the instructions set out above and further agrees that any contrary instructions it may give to the Principal Paying Agent shall constitute a breach of this AgreementCondition 6(b).
5.5 5.4 In respect of all Periodic Distribution Amounts and all Dissolution Amounts, the Principal Paying Agent shall perform its obligations as set out in, and in accordance with the terms ofwith, the Conditions and the applicable Final TermsConditions.
5.6 5.5 The Principal Paying Agent shall apply each amount paid to it into the Transaction Account under this Clause 5 in accordance with the provisions of this AgreementAgreement and Condition 9 and shall not be obliged to repay any such amount unless in respect of any payment made pursuant to paragraphs (iii) and/or (iv) of Condition 6(b), the Master Trust Deed and claim for the Conditionsrelevant payment becomes void under Condition 12, in which event it shall, subject to the payment of all prior ranking claims in accordance with Condition 6(b), at the written request of the Trustee, refund such portion of such amount as relates to such payment by paying the same by wire transfer in the Specified Currency to the Transaction Account or such other account specified by the Trustee for such purpose.
5.6 The entity making the relevant payments referred to in this Clause 5 shall procure that, before
Appears in 1 contract
Samples: Agency Agreement
ACCOUNTS AND PAYMENT. 5.1 4.1 The Trustee undertakes that it shall have opened, prior to the Issue Date, and undertakes that it shall maintain in its name in Londonfor so long as any Certificates are outstanding maintain, the Transaction Account in London which account shall be non-interest bearing and operated by the Principal Paying Agent on behalf of the Trustee for the benefit and use of the Certificateholders.
5.2 4.2 The Trustee shall unconditionally cause to be deposited by wire transfer into the relevant Transaction Account by no later than 10.00 a.m. local time (New York time) (in the principal financial centre of the country of the Specified Currency:
(a) on or before the Business Day preceding each Periodic Distribution Datesame day freely transferable and immediately available, to the extent paid by the Services Agent pursuant to the Service Agency Agreement and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, an amount equal to the Periodic Distribution Amount due on that Periodic Distribution Date;
(bcleared funds) on the Business Day preceding prior to the relevant Dissolution Date or any earlier date on whichwhich any payment in respect of the Certificates becomes due such amount as may be required for the purposes of making such payment, all outstanding Certificates are redeemed in each case, in accordance with the Conditions, Transaction Documents. In this Clause 4.2 (Accounts and to the extent paid by Majid Al Futtaim Properties pursuant to the Purchase Undertaking or the Trustee Sale and Purchase Undertaking, as the case may be, and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, all amounts paid to it by Majid Al Futtaim Properties pursuant to the Purchase Undertaking or the Trustee Sale and Purchase Undertaking, as the case may be, and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, as the case may be; and
(c) on or before the Business Day preceding the relevant Certificateholder Put Option Date, Change of Control Put Option Date or Tangibility Event Put Option Date, as the case may be, an amount equal to the Optional Dissolution Amount (Certificateholder PutPayment), Change the date on which a payment in respect of Control Dissolution Amount or Tangibility Event Dissolution Distribution Amount, respectively, specified in the applicable Exercise Notice delivered under Certificates becomes due means the Purchase Undertaking.
5.3 The entity making first date on which a Certificateholder could claim the relevant payment by transfer to an account under the Conditions, but disregarding the necessity for it to be a Business Day in any particular place of presentation.
4.3 Each of the Trustee and Infracorp shall procure that, before 1.00 p.m. (London time) on the third Business Day before each Periodic Distribution Date or the Dissolution Date, as the case may be, that the bank effecting through which any payment to into the Transaction Account confirms by tested telex or authenticated SWIFT message is to be made in accordance with Clause 4.2 (Accounts and Payment) shall irrevocably confirm to the Principal Paying Agent by authenticated SWIFT message no later than 1.00 p.m. (local time in the irrevocable city of the Principal Paying Agent’s Specified Office) on the second Business Day before the due date for any such payment instructions relating to in respect of the Certificates that it will make such payment.
5.4 4.4 The Trustee hereby authorises and instructs the Principal Paying Agent Agent, subject as provided in Clause 5.1 (Notification of Non-Receipt of Payment), to, and the Principal Paying Agent agrees that it shall, on each Periodic Distribution Date and on the date fixed for payment of the Dissolution Distribution Amount, or any Dissolution Dateearlier date specified for the liquidation of the Mudaraba, apply the monies moneys standing to the credit of the Transaction Account in the following order of priority (and shall not be obliged to repay any such amount):
(a) first, to the Delegate in respect of all amounts owing to it under the Transaction Documents in its capacity as Delegate;
(b) second, to the Principal Paying Agent for application in or towards payment
(c) third, only if such payment is made on the Scheduled Dissolution Date or a Dissolution Date, to the Principal Paying Agent for application in or towards payment pari passu and rateably of the relevant Dissolution Amount or the amount payable on a Total Loss Event, as the case may be; and
(d) fourth, only if such payment is made on the Scheduled Dissolution Date or a Dissolution Date, to the Services Agent to apply in accordance with the Service Agency AgreementCondition 5.3 (The Trust). The Trustee agrees that it will not issue any instructions to the Principal Paying Agent that conflict with the instructions set out above and further agrees that any contrary instructions it may give to the Principal Paying Agent shall constitute a breach of this Agreement.
5.5 In respect of all Periodic Distribution Amounts, the Principal Paying Agent shall perform its obligations as set out in, and in accordance with the terms of, the Conditions and the applicable Final Terms.
5.6 4.5 The Principal Paying Agent shall apply each amount paid to it under this Clause 5 4 (Accounts and Payment) in accordance with the provisions of this Agreement, the Master Declaration of Trust Deed and the Conditions.
Appears in 1 contract
Samples: Agency Agreement
ACCOUNTS AND PAYMENT. 5.1 The Trustee undertakes that it shall have opened, prior to the Issue Date, and undertakes that it shall shall, for as long as any Certificates are outstanding, maintain in its name in London, the Transaction Account which account shall be non-interest bearing and operated by the Principal Paying Agent on behalf of the Trustee for the benefit and use of the Certificateholders.
5.2 The Trustee shall unconditionally cause to be deposited by wire transfer in same day, freely transferable, cleared funds into the relevant Transaction Account by no later than 10.00 a.m. local time in the principal financial centre of the country of the Specified Currency:
(a) on or before the Payment Business Day immediately preceding each Periodic Distribution Date, to the extent paid by the Services Agent Dar Al-Arkan (acting in its relevant capacities) pursuant to the Master Lease Agreement, the Service Agency Agreement and (if applicable) and/or the Master Murabaha Agreement or by Agreement, as the Guarantor pursuant to the relevant Trust Deedcase may be, an amount equal to the Periodic Distribution Amount due on that Periodic Distribution Date;
(b) on the Payment Business Day immediately preceding the relevant Dissolution Date (other than the Dissolution Event Redemption Date or any earlier date on whichthe Total Loss Dissolution Date), all outstanding Certificates are redeemed in accordance with the Conditions, and to the extent paid by Majid Al Futtaim Properties Dar Al-Arkan (acting in its relevant capacities) pursuant to the Purchase Undertaking or Undertaking, the Trustee Sale and Purchase Undertaking, as the case may be, and (if applicable) Substitution Undertaking and/or the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, all amounts paid to it by Majid Al Futtaim Properties pursuant to the Purchase Undertaking or the Trustee Sale and Purchase Undertaking, as the case may be, and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, as the case may be; and
(c) on or before the Business Day preceding the relevant Certificateholder Put Option Date, Change of Control Put Option Date or Tangibility Event Put Option DateAgreement, as the case may be, an amount equal to the Optional relevant Dissolution Amount applicable to such Dissolution Date; and
(Certificateholder Put)c) on the Dissolution Event Redemption Date or the Total Loss Dissolution Date, Change of Control Dissolution Amount or Tangibility Event Dissolution Distribution Amountas the case may be, respectively, specified to the extent paid by Dar Al-Arkan (acting in the applicable Exercise Notice delivered under its relevant capacities) pursuant to the Purchase Undertaking, the Servicing Agency Agreement and/or the Master Murabaha Agreement, as the case may be, an amount equal to the Dissolution Amount applicable to such Dissolution Date.
5.3 The entity making the relevant payment shall procure that, before 1.00 p.m. 10.00 a.m. (London time):
(a) (in the case of Clause 5.2(a) and Clause 5.2(b)) on the third Payment Business Day before each Periodic Distribution Date or the any Dissolution Date, as the case may be; and
(b) (in the case of Clause 5.2(c)), on such Dissolution Date, the bank effecting payment to the Transaction Account confirms by tested telex or authenticated SWIFT message provides to the Principal Paying Agent the a copy of an irrevocable payment instructions relating instruction to such paymentthe bank through which payment is to be made.
5.4 The Trustee hereby instructs the Principal Paying Agent to, and the Principal Paying Agent agrees that it shall, on each Periodic Distribution Date, the Scheduled Dissolution Date and on any other Dissolution Date, apply the monies moneys standing to the credit of the Transaction Account in the following order of priority (and shall not be obliged to repay any such amount):
(a) first, to the Delegate in respect of all amounts owing to it under the Transaction Documents in its capacity as Delegate;
(b) second, to the Principal Paying Agent for application in or towards payment
(c) third, only if such payment is made on the Scheduled Dissolution Date or a Dissolution Date, to the Principal Paying Agent for application in or towards payment pari passu and rateably of the relevant Dissolution Amount or the amount payable on a Total Loss Event, as the case may be; and
(d) fourth, only if such payment is made on the Scheduled Dissolution Date or a Dissolution Date, to the Services Agent to apply in accordance with the Service Agency Agreement. The Trustee agrees that it will not issue any instructions to the Principal Paying Agent that conflict with the instructions set out above and further agrees that any contrary instructions it may give to the Principal Paying Agent shall constitute a breach of this AgreementCondition 4.2.
5.5 In respect of all Periodic Distribution Amounts and all Dissolution Amounts, the Principal Paying Agent shall perform its obligations as set out in, and in accordance with the terms of, the Conditions and the applicable Final Terms.
5.6 The Principal Paying Agent shall apply each amount paid to it under this Clause 5 in accordance with the provisions of this Agreement, the Master Trust Deed and the Conditions.
Appears in 1 contract
Samples: Agency Agreement
ACCOUNTS AND PAYMENT. 5.1 4.1 The Trustee undertakes that it shall have opened, prior to the Issue Date, and undertakes that it shall maintain in its name in Londonfor so long as any Certificates are outstanding maintain, the Transaction Account in London which account shall be non-interest bearing and operated by the Principal Paying Agent on behalf of the Trustee for the benefit and use of the Certificateholders. If a Substituted Trustee is appointed in accordance with the Conditions and the Declaration of Trust, such Substituted Trustee will be required to open and maintain a new transaction account in London in its name and with the Principal Paying Agent, which shall be operated by the Principal Paying Agent on behalf of such Substituted Trustee for the benefit of the Certificateholders, into which all payments which would have otherwise been made into the previous Transaction Account will be made on and after the date on which substitution of the Trustee takes effect, and references herein to “Transaction Account” will be construed accordingly.
5.2 4.2 The Trustee shall unconditionally cause to be deposited by wire transfer into the relevant Transaction Account by no later than 10.00 a.m. local time (London time) (in the principal financial centre of the country of the Specified Currency:
(a) on or before the Business Day preceding each Periodic Distribution Datesame day freely transferable and immediately available, to the extent paid by the Services Agent pursuant to the Service Agency Agreement and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, an amount equal to the Periodic Distribution Amount due on that Periodic Distribution Date;
(bcleared funds) on the Business Day preceding prior to the relevant Dissolution Date or any earlier date on whichwhich any payment in respect of the Certificates becomes due such amount as may be required for the purposes of making such payment, all outstanding Certificates are redeemed in each case, in accordance with the Conditions, Transaction Documents. In this Clause 4.2 (Accounts and to the extent paid by Majid Al Futtaim Properties pursuant to the Purchase Undertaking or the Trustee Sale and Purchase Undertaking, as the case may be, and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, all amounts paid to it by Majid Al Futtaim Properties pursuant to the Purchase Undertaking or the Trustee Sale and Purchase Undertaking, as the case may be, and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, as the case may be; and
(c) on or before the Business Day preceding the relevant Certificateholder Put Option Date, Change of Control Put Option Date or Tangibility Event Put Option Date, as the case may be, an amount equal to the Optional Dissolution Amount (Certificateholder PutPayment), Change the date on which a payment in respect of Control Dissolution Amount or Tangibility Event Dissolution Distribution Amount, respectively, specified in the applicable Exercise Notice delivered under Certificates becomes due means the Purchase Undertaking.
5.3 The entity making first date on which a Certificateholder could claim the relevant payment by transfer to an account under the Conditions, but disregarding the necessity for it to be a Business Day in any particular place of presentation.
4.3 Each of the Trustee and the Bank shall procure that, before 1.00 p.m. (London time) on the third Business Day before each Periodic Distribution Date or the Dissolution Date, as the case may be, that the bank effecting through which any payment to into the Transaction Account confirms by tested telex or authenticated SWIFT message is to be made in accordance with Clause 4.2 (Accounts and Payment) shall irrevocably confirm to the Principal Paying Agent by authenticated SWIFT message no later than 1.00 p.m. (local time in the irrevocable city of the Principal Paying Agent’s Specified Office) on the second Business Day before the due date for any such payment instructions relating to in respect of the Certificates that it will make such payment.
5.4 4.4 The Trustee hereby authorises and instructs the Principal Paying Agent Agent, subject as provided in Clause 5.1 (Notification of Non-Receipt of Payment), to, and the Principal Paying Agent agrees that it shall, on each Periodic Distribution Date and on the date fixed for payment of the Dissolution Distribution Amount, or any Dissolution Dateearlier date specified for the liquidation of the Mudaraba, apply the monies moneys standing to the credit of the Transaction Account in the following order of priority (and shall not be obliged to repay any such amount):
(a) first, to the Delegate in respect of all amounts owing to it under the Transaction Documents in its capacity as Delegate;
(b) second, to the Principal Paying Agent for application in or towards payment
(c) third, only if such payment is made on the Scheduled Dissolution Date or a Dissolution Date, to the Principal Paying Agent for application in or towards payment pari passu and rateably of the relevant Dissolution Amount or the amount payable on a Total Loss Event, as the case may be; and
(d) fourth, only if such payment is made on the Scheduled Dissolution Date or a Dissolution Date, to the Services Agent to apply in accordance with the Service Agency AgreementCondition 5.3 (The Trust). The Trustee agrees that it will not issue any instructions to the Principal Paying Agent that conflict with the instructions set out above and further agrees that any contrary instructions it may give to the Principal Paying Agent shall constitute a breach of this Agreement.
5.5 In respect of all Periodic Distribution Amounts, the Principal Paying Agent shall perform its obligations as set out in, and in accordance with the terms of, the Conditions and the applicable Final Terms.
5.6 4.5 The Principal Paying Agent shall apply each amount paid to it under this Clause 5 4 (Accounts and Payment) in accordance with the provisions of this Agreement, the Master Declaration of Trust Deed and the Conditions.
Appears in 1 contract
Samples: Agency Agreement
ACCOUNTS AND PAYMENT. 5.1 The Trustee undertakes that it shall have opened, prior to the Issue Date, and undertakes that it shall shall, for as long as any Certificates are outstanding, maintain in its name in London, the Transaction Account which account shall be non-interest bearing and operated by the Principal Paying Agent on behalf of the Trustee for the benefit and use of the Certificateholders.
5.2 The Trustee shall unconditionally cause to be deposited by wire transfer into the relevant Transaction Account by no later than 10.00 a.m. local time in the principal financial centre of the country of the Specified Currency:
(a) on or before the at least one Business Day preceding each Periodic Distribution Date, to the extent paid by the Services Service Agent pursuant to the Service Agency Agreement and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, an amount equal to the Periodic Distribution Amount due on that Periodic Distribution Date;
(b) other than in the case of a Certificateholder Put Option or a Dissolution Event, on the Business Day preceding the relevant Dissolution Date or any earlier date on which, all outstanding Certificates are redeemed in accordance with the Conditions, and to the extent paid by Majid Al Futtaim Properties DIB pursuant to the Purchase Undertaking or the Trustee Sale and Purchase Undertaking, as the case may be, and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, all amounts paid to it by Majid Al Futtaim Properties DIB pursuant to the Purchase Undertaking or the Trustee Sale and Purchase Undertaking, as the case may be, and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, as the case may be; and;
(c) in the case of a Certificateholder Put Option, on or before the Business Day preceding the relevant Certificateholder Put Option Date, Change of Control Put Option Date or Tangibility Event Put Option Date, as the case may be, an amount equal to the Optional Dissolution Amount (Certificateholder Put), Change of Control Dissolution Amount or Tangibility Event Dissolution Distribution Amount, respectively, ) specified in the applicable Exercise Notice delivered under the Purchase Undertaking; and
(d) in the case of a Dissolution Event, on the Business Day preceding the relevant Dissolution Date, and to the extent paid by DIB pursuant to the Purchase Undertaking all amounts paid to it by DIB pursuant to the Purchase Undertaking.
5.3 The entity making the relevant payment Trustee shall procure that:
(a) in the case of Clause 5.2(a), before 1.00 by no later than 1:00 p.m. (London time) on the third second Business Day before preceding each Periodic Distribution Date or Date; and
(b) in the case of Clauses 5.2(b), 5.2(c) and 5.2(d), by no later than 1:00 p.m. on the second Business Day preceding the relevant Dissolution Date, as the case may be, the bank effecting payment to the Transaction Account confirms by tested telex or authenticated SWIFT message to the Principal Paying Agent the irrevocable payment instructions relating to such payment.
5.4 The Trustee hereby instructs the Principal Paying Agent to, and the Principal Paying Agent agrees that it shall, on each Periodic Distribution Date, the Scheduled Dissolution Date and on any Dissolution Date, apply the monies standing to the credit of the Transaction Account in the following order of priority (and shall not be obliged to repay any such amount):
(a) first, to the Delegate in respect of all amounts owing to it under the Transaction Documents in its capacity as Delegate;
(b) second, to the Principal Paying Agent for application in or towards payment
(c) third, only if such payment is made on the Scheduled Dissolution Date or a Dissolution Date, to the Principal Paying Agent for application in or towards payment pari passu and rateably of the relevant Dissolution Amount or the amount payable on a Total Loss Event, as the case may be; and
(d) fourth, only if such payment is made on the Scheduled Dissolution Date or a Dissolution Date, to the Services Agent to apply in accordance with the Service Agency Agreement. Condition 4.2.
5.5 The Trustee agrees that it will not issue any instructions to the Principal Paying Agent that conflict with the instructions set out above and further agrees that any contrary instructions it may give to the Principal Paying Agent shall constitute a breach of this Agreement.
5.5 5.6 In respect of all Periodic Distribution Amounts, the Principal Paying Agent shall perform its obligations as set out in, and in accordance with the terms of, the Conditions and the applicable Final Terms.
5.6 5.7 The Principal Paying Agent shall apply each amount paid to it under this Clause 5 in accordance with the provisions of this Agreement, the Master Trust Deed and the Conditions.
Appears in 1 contract
Samples: Agency Agreement
ACCOUNTS AND PAYMENT. 5.1 The Trustee undertakes that it Issuer shall have openedopened with the Principal Paying Agent, prior to the Issue Closing Date, and undertakes that it shall maintain in its name in London, the a Transaction Account in respect of the Certificates which account shall be non-interest bearing and operated by the Principal Paying Agent on behalf of the Trustee Issuer for the benefit and use of the Certificateholders.
5.2 The Trustee Issuer shall unconditionally cause to be deposited by wire transfer into the relevant Transaction Account by no later than 10.00 a.m. local (London time) in same day freely transferrable, cleared funds (or by such earlier time as may be determined by the Principal Paying Agent in its absolute discretion if required to comply with any changes in the principal financial centre settlement mechanics of the country clearing systems provided that the Principal Paying Agent shall give the Issuer 21 days prior notice in writing of such determination):
5.2.1 on the Specified Currency:
(a) on or before date which is the Business Day immediately preceding each Periodic Distribution Date, to the extent paid by the Services Agent Ziraat Katılım (acting in its relevant capacities) pursuant to the Service Agency Agreement and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust DeedAgreement, an amount equal to the Periodic Distribution relevant Required Amount due with respect to the Certificates on that the relevant Periodic Distribution Date;; and
(b) 5.2.2 on the date which is the Business Day immediately preceding the relevant Dissolution Date or any earlier date on whichwhich all outstanding Certificates are redeemed in accordance with the Conditions to the extent paid by Ziraat Katılım pursuant to the Purchase Undertaking, the Sale and Substitution Undertaking or any other Transaction Document, an amount equal to the relevant Dissolution Distribution Amount or any other amount payable on such Dissolution Date.
5.3 Subject to Clause 5.5 below, and in all cases in accordance with the Representative Agreement, on each Periodic Distribution Date or on any Dissolution Date or any earlier date on which all outstanding Certificates are redeemed in accordance with the Conditions, and to the extent paid by Majid Al Futtaim Properties pursuant to the Purchase Undertaking or the Trustee Sale and Purchase Undertaking, as the case may be, and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, all amounts paid to it by Majid Al Futtaim Properties pursuant to the Purchase Undertaking or the Trustee Sale and Purchase Undertaking, as the case may be, and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, as the case may be; and
(c) on or before the Business Day preceding the relevant Certificateholder Put Option Date, Change of Control Put Option Date or Tangibility Event Put Option Date, as the case may be, an amount equal to the Optional Dissolution Amount (Certificateholder Put), Change of Control Dissolution Amount or Tangibility Event Dissolution Distribution Amount, respectively, specified in the applicable Exercise Notice delivered under the Purchase Undertaking.
5.3 The entity making the relevant payment shall procure that, before 1.00 p.m. (London time) on the third Business Day before each Periodic Distribution Date or the Dissolution Date, as the case may be, the bank effecting payment to the Transaction Account confirms by tested telex or authenticated SWIFT message to the Principal Paying Agent the irrevocable payment instructions relating to such payment.
5.4 The Trustee hereby instructs the Principal Paying Agent to, and the Principal Paying Agent agrees that it shall, on each Periodic Distribution Date and on any Dissolution Date, shall apply the monies standing to the credit of the Transaction Account in the following order of priority (and shall not be obliged to repay any such amount):priority:
(a) 5.3.1 first, (to the Delegate extent not previously paid) to the Representative and any Appointee (as defined in the Representative Agreement) in respect of all amounts owing to it under the Transaction Documents in its capacity as DelegateRepresentative or Appointee (as the case may be);
(b) 5.3.2 second, to the Principal Paying Agent for application in or towards payment
(c) 5.3.3 third, pari passu and rateably to the extent not paid by Ziraat Katılım in accordance with the terms of this Agreement, to each Agent in respect of all amounts owing to such Agent under this Agreement or the other Transaction Documents in its capacity as Agent;
5.3.4 fourth, only if such payment is made on the Scheduled Dissolution Date or a Dissolution Date, to the Principal Paying Agent for application in or towards payment pari passu and rateably of the relevant Dissolution Amount or the amount payable on a Total Loss Event, as the case may beDistribution Amount; and
(d) fourth5.3.5 fifth, only if such payment is made on the Scheduled Dissolution Date or a Dissolution Date, to the Services Ziraat Katılım in its capacity as Service Agent to apply retain as an incentive payment in accordance with the Service Agency Agreement. The Trustee agrees that it will not issue any instructions to the Principal Paying Agent that conflict with the instructions set out above and further agrees that any contrary instructions it may give to the Principal Paying Agent shall constitute a breach of this Agreement.
5.5 5.4 In respect of all Periodic Distribution Amounts and the Dissolution Distribution Amounts, the Principal Paying Agent shall perform its obligations as set out in, and in accordance with the terms ofwith, the Conditions and the applicable Final TermsConditions.
5.6 5.5 The Principal Paying Agent shall apply each amount paid to it into the Transaction Account under this Clause 5 in accordance with the provisions of this Agreement, the Master Trust Deed Representative Agreement and Condition 9 (Payment) and shall not be obliged to repay any such amount unless in respect of any payment made pursuant to Clause 5.3.3 above, the claim for the relevant payment becomes void under Condition 14 (Prescription), in which event it shall, subject to the payment of all prior ranking claims in accordance with Clause 5.3 above, at the written request of the Issuer, refund such portion of such amount as relates to such payment by paying the same by wire transfer in U.S. dollars to the Transaction Account or such other account specified by the Issuer for such purpose. The Calculation Agent, after consultation with the Issuer (or Ziraat Katılım on its behalf), shall notify the Principal Paying Agent of the amounts due and payable (if any) under Clauses 5.3.1 and/or 5.3.2 above at least two Business Days prior to the relevant Periodic Distribution Date or any other date referred to in Clause 5.3 above.
5.6 The entity making the relevant payments referred to in this Clause 5 shall ensure that no later than 10.00 a.m. (London time) on the second Business Day (as defined below) immediately preceding the date on which any payment is to be made to the Agent, the Agent shall receive a copy of an irrevocable payment instruction to or a payment confirmation from the paying bank of such entity. For the purposes of this provision, "Business Day" means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in the jurisdiction of the Issuer, England and Wales and any other relevant jurisdiction as may be agreed between the Agent and the ConditionsIssuer.
Appears in 1 contract
Samples: Agency Agreement
ACCOUNTS AND PAYMENT. 5.1 The Trustee undertakes that it shall have opened, prior to the Issue Date, and undertakes that it shall shall, for as long as any Certificates are outstanding, maintain in its name in London, the Transaction Account which account shall be non-interest bearing and operated by the Principal Paying Agent on behalf of the Trustee for the benefit and use of the Certificateholders.
5.2 The Trustee shall unconditionally cause to be deposited by wire transfer into the relevant Transaction Account by no later than 10.00 a.m. local time in the principal financial centre of the country of the Specified Currency:
(a) on or before the Business Day preceding each Periodic Distribution Date, to the extent paid by the Services Service Agent pursuant to the Service Agency Agreement and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, an amount equal to the Periodic Distribution Amount due on that Periodic Distribution Date;
(b) other than in the case of a Certificateholder Put Option or a Dissolution Event, on the Business Day preceding the relevant Dissolution Date or any earlier date on which, all outstanding Certificates are redeemed in accordance with the Conditions, and to the extent paid by Majid Al Futtaim Properties DIB pursuant to the Purchase Undertaking or the Trustee Sale and Purchase Undertaking, as the case may be, and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, all amounts paid to it by Majid Al Futtaim Properties DIB pursuant to the Purchase Undertaking or the Trustee Sale and Purchase Undertaking, as the case may be, and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, as the case may be; and;
(c) in the case of a Certificateholder Put Option, on or before the Business Day preceding the relevant Certificateholder Put Option Date, Change of Control Put Option Date or Tangibility Event Put Option Date, as the case may be, an amount equal to the Optional Dissolution Amount (Certificateholder Put), Change of Control Dissolution Amount or Tangibility Event Dissolution Distribution Amount, respectively, ) specified in the applicable Exercise Notice delivered under the Purchase Undertaking; and
(d) in the case of a Dissolution Event, on the Business Day preceding the relevant Dissolution Date, and to the extent paid by DIB pursuant to the Purchase Undertaking all amounts paid to it by DIB pursuant to the Purchase Undertaking.
5.3 The entity making the relevant payment Trustee shall procure that:
(a) in the case of Clause 5.2(a), before 1.00 by no later than 1:00 p.m. (London time) on the third second Business Day before preceding each Periodic Distribution Date or Date; and
(b) in the case of Clauses 5.2(b), 5.2(c) and 5.2(d), by no later than 1:00 p.m. on the second Business Day preceding the relevant Dissolution Date, as the case may be, the bank effecting payment to the Transaction Account confirms by tested telex or authenticated SWIFT message to the Principal Paying Agent the irrevocable payment instructions relating to such payment.
5.4 The Trustee hereby instructs the Principal Paying Agent to, and the Principal Paying Agent agrees that it shall, on each Periodic Distribution Date, the Scheduled Dissolution Date and on any Dissolution Date, apply the monies standing to the credit of the Transaction Account in the following order of priority (and shall not be obliged to repay any such amount):
(a) first, to the Delegate in respect of all amounts owing to it under the Transaction Documents in its capacity as Delegate;
(b) second, to the Principal Paying Agent for application in or towards paymentpayment pari passu and rateably of all Periodic Distribution Amounts due and unpaid;
(c) third, only if such payment is made on the Scheduled Dissolution Date or a Dissolution Date, to the Principal Paying Agent for application in or towards payment pari passu and rateably of the relevant Dissolution Amount or the amount payable on a Total Loss Event, as the case may be; andAmount;
(d) fourth, only if such payment is made on the Scheduled Dissolution Date or a the final Dissolution Date, to the Services Service Agent to apply in accordance with the Service Agency Agreement;
(e) fifth, only if such payment is made on the Scheduled Dissolution Date or the final Dissolution Date, to the Service Agent to repay any amounts advanced by way of a Liquidity Facility (as defined in the Service Agency Agreement); and
(f) sixth, only after all necessary payments above have been paid in full, to DIB. The Trustee agrees that it will not issue any instructions to the Principal Paying Agent that conflict with the instructions set out above and further agrees that any contrary instructions it may give to the Principal Paying Agent shall constitute a breach of this Agreement.
5.5 In respect of all Periodic Distribution Amounts, the Principal Paying Agent shall perform its obligations as set out in, and in accordance with the terms of, the Conditions and the applicable Final Terms.
5.6 The Principal Paying Agent shall apply each amount paid to it under this Clause 5 in accordance with the provisions of this Agreement, the Master Trust Deed and the Conditions.
Appears in 1 contract
Samples: Agency Agreement
ACCOUNTS AND PAYMENT. 5.1 4.1 The Trustee undertakes that it shall have opened, prior to the Issue Date, and undertakes that it shall maintain for so long as any Certificates are outstanding maintain, in its name in London, London the Transaction Account which account shall be non-interest bearing and Transaction Account in its name which shall be operated by the Principal Paying Agent on behalf of the Trustee for the benefit and use of the Certificateholders. If a Substituted Trustee is appointed in accordance with the Conditions, such Substituted Trustee will be required to open and maintain a transaction account in London in its name which shall be operated by the Principal Paying Agent on behalf of the Trustee for the benefit of the Certificateholders, and into which all payments which would have otherwise been made into the previous Transaction Account will be made on and after the date on which substitution of the Trustee takes effect, and references herein to "Transaction Account" will be construed accordingly.
5.2 4.2 The Trustee shall unconditionally cause to be deposited by wire transfer into the relevant Transaction Account by no later than 10.00 a.m. local time (New York time) (in the principal financial centre of the country of the Specified Currency:same day freely transferable, cleared funds):
(a) on or before the Payment Business Day immediately preceding each Periodic Distribution Date, to the extent paid by the Services Agent Mudareb pursuant to the Service Agency Agreement and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust DeedMudaraba Agreement, an amount equal to the Periodic Distribution Amount due on that such Periodic Distribution Date;
(b) on the Payment Business Day immediately preceding the relevant Dissolution Date or any earlier date on which, which all outstanding the Certificates are to be redeemed in accordance with the Conditions (other than in connection with a DIB Event), to the extent paid by the Mudareb pursuant to the Mudaraba Agreement, an amount equal to the Dissolution Distribution Amount payable on such redemption date; and
(c) provided that a DIB Event has occurred and a Dissolution Notice has been delivered in accordance with the Conditions, on the date on which all the Certificates are to be redeemed in accordance with the Conditions, and to the extent paid by Majid Al Futtaim Properties the Mudareb pursuant to the Purchase Undertaking or Mudaraba Agreement, an amount equal to the Trustee Sale and Purchase Undertaking, as Dissolution Distribution Amount payable on such redemption date.
4.3 The entity making the relevant payment referred to in Clause 4.2 shall procure that:
(a) in the case may beof Clause 4.2(a), and before 1.00 p.m. (if applicableNew York time) on the Master Murabaha Agreement or by second Payment Business Day immediately preceding the Guarantor pursuant to the relevant Trust Deed, all amounts paid to it by Majid Al Futtaim Properties pursuant to the Purchase Undertaking or the Trustee Sale and Purchase Undertaking, as Periodic Distribution Date;
(b) in the case may beof Clause 4.2(b), and before 1.00 p.m. (if applicableNew York time) on the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, as the case may besecond Payment Business Day immediately preceding such redemption date; and
(c) on or before the Business Day preceding the relevant Certificateholder Put Option Date, Change of Control Put Option Date or Tangibility Event Put Option Date, as in the case may be, an amount equal to the Optional Dissolution Amount (Certificateholder Putof Clause 4.2(c), Change of Control Dissolution Amount or Tangibility Event Dissolution Distribution Amount, respectively, specified in the applicable Exercise Notice delivered under the Purchase Undertaking.
5.3 The entity making the relevant payment shall procure that, before 1.00 p.m. 9.00 a.m. (London New York time) on the third Business Day before each Periodic Distribution Date or the Dissolution Date, as the case may besuch redemption date, the bank effecting payment to the Transaction Account confirms by tested telex or authenticated SWIFT message to the Principal Paying Agent the irrevocable payment instructions relating to such payment.
5.4 The 4.4 Subject to Clauses 4.6 and 5.1, the Trustee hereby instructs the Principal Paying Agent to, and the Principal Paying Agent agrees that it shall, on each Periodic Distribution Date and on any date fixed for payment of the Dissolution Date, Distribution Amount apply the monies standing to the credit of the Transaction Account in the following order of priority (and shall not be obliged to repay any such amount):
(a) first, to the Delegate in respect of all amounts owing to it under the Transaction Documents in its capacity as Delegate;
(b) second, to the Principal Paying Agent for application in or towards payment
(c) third, only if such payment is made on the Scheduled Dissolution Date or a Dissolution Date, to the Principal Paying Agent for application in or towards payment pari passu and rateably of the relevant Dissolution Amount or the amount payable on a Total Loss Event, as the case may be; and
(d) fourth, only if such payment is made on the Scheduled Dissolution Date or a Dissolution Date, to the Services Agent to apply in accordance with the Service Agency Agreement. Condition 5.3.
4.5 The Trustee agrees that it will not issue any instructions to the Principal Paying Agent that conflict with the instructions set out above and further agrees that any contrary instructions it may give to the Principal Paying Agent shall constitute a breach of this Agreement.
5.5 In respect of all Periodic Distribution Amounts, the Principal Paying Agent shall perform its obligations as set out in, and in accordance with the terms of, the Conditions and the applicable Final Terms.
5.6 4.6 The Principal Paying Agent shall apply each amount paid to it under this Clause 5 4 in accordance with the provisions of this Agreement, the Master Trust Deed Agreement and the Conditions.
Appears in 1 contract
Samples: Agency Agreement
ACCOUNTS AND PAYMENT.
5.1 The Trustee undertakes that it shall have opened, prior to the Issue Date, and undertakes that it shall maintain in its name in London, the a Transaction Account in relation to the Certificates which account shall be non-interest bearing and operated by the Principal Paying Agent on behalf of the Trustee for the benefit and use of the Certificateholders.
5.2 The Trustee shall unconditionally cause to be deposited by wire transfer into the relevant Transaction Account by no later than 10.00 a.m. (local time in the principal financial centre of the country of the Specified Currency:):
(a) on or before the Business Day preceding each Periodic Distribution Date, to the extent paid by the Services Service Agent pursuant to the Service Agency Agreement and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust DeedAgreement, an amount equal to the Periodic Distribution Amount due on that Periodic Distribution Date;Amount; and
(b) on the Business Day preceding the relevant Dissolution Maturity Date or any earlier date on which, all outstanding which the Trust is dissolved or Certificates are redeemed (in whole or in part) in accordance with the Conditions, and to the extent paid by Majid Al Futtaim Properties the Obligor pursuant to the Purchase Undertaking or the Trustee Sale and Purchase Undertaking, as the case may be, and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, all amounts paid to it by Majid Al Futtaim Properties pursuant to the Purchase Undertaking or the Trustee Sale and Purchase Undertaking, as the case may be, and (if applicable) the Master Murabaha Agreement or by the Guarantor pursuant to the relevant Trust Deed, as the case may be; and
(c) on or before the Business Day preceding the relevant Certificateholder Put Option Date, Change of Control Put Option Date or Tangibility Event Put Option Date, as the case may beany Transaction Document, an amount equal to the Optional relevant Dissolution Amount (Certificateholder Put), Change of Control Dissolution Amount or Tangibility Event Dissolution Distribution Amount, respectively, specified in the applicable Exercise Notice delivered under the Purchase Undertaking.
5.3 The entity making the relevant payment Trustee shall procure that, before 1.00 p.m. (London time) on the third second Business Day before each the Periodic Distribution Date or the Dissolution Date, as the case may be, the bank effecting payment to the Transaction Account confirms by tested telex or authenticated SWIFT message to the Principal Paying Agent the irrevocable payment instructions relating to such payment.
5.4 The Trustee hereby instructs the Principal Paying Agent to, and the Principal Paying Agent agrees that it shall, on On each Periodic Distribution Date, any Dissolution Date and or on any Dissolution Dateearlier date specified for the dissolution of the Trust for each Series, the relevant Paying Agent will, notwithstanding any instructions to the contrary from the Trustee, apply the monies standing to the credit of the Transaction Account in the following order of priority (and shall not be obliged to repay any such amount):priority:
(a) first, to the extent not previously paid, to the Delegate in respect of all amounts owing to it under the Transaction Documents in its capacity as Delegate;
(b) second, to the Principal Paying Agent for application in or towards payment
(c) third, only if such payment is made on the Scheduled Dissolution Date or a Dissolution Dateextent not previously paid, to the Principal Paying Agent for application in or towards payment pay pari passu and rateably of rateably: (i) the relevant Dissolution Amount or the amount payable on a Total Loss Event, as the case may be; and
(d) fourth, only if such payment is made on the Scheduled Dissolution Date or a Dissolution Date, to the Services Agent to apply Trustee in accordance with the Service Agency Agreement. The Trustee agrees that it will not issue any instructions to the Principal Paying Agent that conflict with the instructions set out above and further agrees that any contrary instructions it may give to the Principal Paying Agent shall constitute a breach of this Agreement.
5.5 In respect of all Periodic Distribution Amounts, the Principal Paying Agent shall perform its obligations as set out in, amounts properly incurred and in accordance with the terms of, the Conditions and the applicable Final Terms.
5.6 The Principal Paying Agent shall apply each amount paid documented owing to it under this Clause 5 the Transaction Documents in accordance with its capacity as the provisions of this Agreement, the Master Trust Deed issuer and the Conditions.trustee (other than, for the avoidance of doubt, any amounts owing to it under the Transaction Documents which represent Dissolution Amounts, Periodic Distribution Amounts or any other amounts payable to Certificateholders in respect of the Certificates) and under the Corporate Services Agreement; and
Appears in 1 contract
Samples: Agency Agreement