Common use of Agent and Paying Agents Clause in Contracts

Agent and Paying Agents. The names of the initial Agent and the other initial Paying Agents and their initial specified offices are set out below. The Issuer and the Guarantor are entitled, with the prior written approval of the Trustee, to vary or terminate the appointment of any Paying Agent and/or appoint additional or other Paying Agents and/ or approve any change in the specified office through which any Paying Agent acts, provided that: (i) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; (ii) there will at all times be a Paying Agent with a specified office in a city approved by the Trustee in continental Europe; (iii) there will at all times be an Agent; and (iv) the Issuer and the Guarantor undertake that they will ensure that they maintain a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive. In addition, the Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 5(b). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 13.

Agent and Paying Agents. The names of JPMorgan Chase Bank, N.A., London Branch, Trinity Tower, 9 Xxxxxx Xxxx Xxxxxx, Xxxxxx XxX 0XX, Xxxxxx Xxxxxxx shall be the initial Agent Issuing and the other initial Principal Paying Agents and their initial specified offices are set out belowAgent. The Issuer and the Guarantor are entitled, with the prior written approval of the Trustee, is entitled to vary or terminate the appointment of any Paying Agent and/or and to appoint additional or other Paying Agents and/ or and approve any change in the specified office through which any Paying Agent acts, provided that: (ia) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authorityexchange, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authorityexchange; (iib) there will at all times be a Paying Agent with a specified office in a city approved by the Trustee in continental Europe; (iiic) there will at all times be an Agent; and (ivd) the Issuer and the Guarantor undertake that they will ensure that they maintain a Paying Agent in a Member State member state of the European Union that is will not be obliged to withhold or deduct tax pursuant to European Council the Directive 2003/48/EC (as defined in Condition 7) or any law implementing supplementing or complying with, or introduced in order to conform to, with such Directive. In addition, the Issuer and the Guarantor shall forthwith immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 5(b4(b). Any variation, termination, appointment appointment, or change shall only take effect only (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 calendar days’ ' prior notice thereof shall have been given to the Noteholders in accordance with Condition 13.

Agent and Paying Agents. The names Bank of New York Mellon of Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx shall be the initial Agent Principal Agent. The Bank of New York (Luxembourg) S.A. of Xxxxxxxx Xxxxxx, 0X, Xxxxxxxxx, X-0000 Xxxxxxxxxxxxx, Grand Duchy of Luxembourg shall be the Registrar and the other initial Paying Agents and their initial specified offices are set out belowTransfer Agent. The Issuer and the Guarantor are entitled, with the prior written approval of the Trustee, is entitled to vary or terminate the appointment of any Paying Agent, the Registrar, or Transfer Agent and/or and to appoint additional an alternative Principal Agent or other Paying Agents, Registrars, or Transfer Agents and/ or and approve any change in the specified office through which any Paying Agent, Registrar or Transfer Agent acts, provided that: (ia) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authorityexchange, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authorityexchange; (iib) there will at all times be a Paying Agent with a specified office in a city approved by the Trustee in continental Europe; (iiic) there will at all times be an a Principal Agent; and; (ivd) the Issuer and the Guarantor undertake that they will ensure that they maintain a Paying Agent in a Member State member state of the European Union that is will not be obliged to withhold or deduct tax pursuant to European Council the Directive 2003/48/EC (as defined in Condition 8) or any law implementing or complying with, or introduced in order to conform to, such Directive; and (e) there will at all times be a Transfer Agent and a Registrar with a specified office in continental Europe (outside the United Kingdom). In addition, the Issuer and the Guarantor shall forthwith immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 5(b5(c). Any variation, termination, appointment appointment, or change shall only take effect only (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 calendar days’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 1314.

Agent and Paying Agents. The names Bank of Xxx Xxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX shall be the initial Agent and the other initial Paying Agents and their initial specified offices are set out belowPrincipal Agent. The Issuer and the Guarantor are entitled, with the prior written approval of the Trustee, is entitled to vary or terminate the appointment of any Paying Agent and/or and to appoint additional or other Paying Agents and/ or and approve any change in the specified office through which any Paying Agent acts, provided that: (ia) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authorityexchange, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authorityexchange; (iib) there will at all times be a Paying Agent with a specified office in a city approved by the Trustee in continental Europe; (iiic) there will at all times be an Agent; and (ivd) the Issuer and the Guarantor undertake that they will ensure that they maintain a Paying Agent in a Member State member state of the European Union that is will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, with such Directive. In addition, the Issuer and the Guarantor shall forthwith immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of General Note Condition 5(b). Any variation, termination, appointment appointment, or change shall only take effect only (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 calendar days’ prior notice thereof shall have been given to the Noteholders Holders in accordance with General Note Condition 13.