Agreement by Note Paying Agent Clause Samples
The "Agreement by Note Paying Agent" clause defines the obligations and consent of the party designated as the Note Paying Agent within a financial or securities transaction. This clause typically requires the Note Paying Agent to formally acknowledge and accept its duties, such as processing payments to noteholders, maintaining records, and acting in accordance with the terms of the governing agreement. By including this clause, the parties ensure that the Note Paying Agent is contractually bound to perform its responsibilities, thereby providing assurance to all stakeholders that payments and administrative tasks will be handled reliably and in compliance with the agreement.
Agreement by Note Paying Agent. The Indenture Trustee will, and will cause each Note Paying Agent to, execute and deliver to the Indenture Trustee, an instrument in which the Note Paying Agent agrees with the Indenture Trustee to:
(i) hold funds held by it for the payment of amounts due on the Notes in trust for the benefit of the Persons entitled to that money and pay it to those Persons under this Indenture;
(ii) notify the Indenture Trustee of a default by the Issuer of which it has actual knowledge in the making of a required payment on the Notes;
(iii) during the continuance of a default, on the request of the Indenture Trustee, immediately pay to the Indenture Trustee money held by it in trust;
(iv) immediately resign as a Note Paying Agent and immediately pay to the Indenture Trustee amounts held by it in trust if it ceases to meet the eligibility standards in Section 6.11 for the Indenture Trustee; and
(v) comply with all requirements of law for withholding and reporting requirements for payments on the Notes.