Appointment of Paying Agents. The Paying Agent shall initially be the Property Trustee. The Paying Agent shall make Distributions to Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Administrative Trustees may revoke such power and remove the Paying Agent in their sole discretion. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Administrative Trustees and the Property Trustee. If the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Administrative Trustees shall appoint a successor (which shall be a bank or trust company) to act as Paying Agent. Such successor Paying Agent appointed by the Administrative Trustees shall execute and deliver to the Trustees an instrument in which such successor Paying Agent shall agree with the Trustees that as Paying Agent, such successor Paying Agent will hold all sums, if any, held by it for payment to the Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Article VIII shall apply to the Property Trustee also in its role as Paying Agent, for so long as the Property Trustee shall act as Paying Agent and, to the extent applicable, to any other Paying Agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.
Appointment of Paying Agents. Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor hereby appoint The Bank of New York Mellon, acting through its London Branch located at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, as the fiscal agent and as the principal paying agent (in such capacities and including any successor fiscal and paying agent appointed hereunder, the "Fiscal and Paying Agent", and, together with any other paying agents appointed by the relevant Issuer and the Guarantor, the "Paying Agents"), in respect of the Notes, upon the terms and subject to the conditions stated herein and in the Notes certified from time to time pursuant to Section 2 hereof. The Fiscal and Paying Agent hereby accepts such appointment and agrees, upon such terms and subject to such conditions, to perform its obligations under this Agreement, the Notes certified from time to time pursuant to Section 2 hereof and the Administrative Procedures. In addition, unless otherwise agreed by the parties hereto, the Fiscal and Paying Agent agrees to appoint its local branch or affiliate located in the jurisdiction of the country where any Notes are listed from time to time as an additional paying agent, to the extent required by the rules and regulations of the applicable exchange and to the extent the Fiscal and Paying Agent has a branch or affiliate located in such jurisdiction.
Appointment of Paying Agents. 6 2.1 Appointment.................................................6 2.2 Several Obligations of Paying Agents........................7
Appointment of Paying Agents. (a) Subject to the terms of this agreement, the Trustee (acting on the direction of the Manager) appoints the Principal Paying Agent as its principal paying agent, and each other Paying Agent as its paying agent, for making payments in respect of the Class A Notes in accordance with the Transaction Documents and the Conditions at their respective Paying Offices. The Principal Paying Agent, and each other Paying Agent appointed under this agreement accepts that appointment.
(b) Except in clause 17 and as the context otherwise requires, references to the Principal Paying Agent are to it acting solely through its Paying Office.
(c) If at any time there is more than one Paying Agent, the obligations of the Paying Agents under this agreement shall be several and not joint. It is acknowledged and agreed that:
(i) each of the Principal Paying Agent and the other Paying Agents is the agent of the Trustee in its capacity as trustee of the Trust only; and
(ii) despite anything else in this agreement, any other Transaction Document or at law, the Trustee in its personal capacity is not responsible for any act or omission of the Principal Paying Agent or any other Paying Agent except to the extent of losses, costs, claims or damages caused by the fraud, negligence or Default of the Trustee.
Appointment of Paying Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of the Obligors (and, for the purposes only of subclause 2.4 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes:
(a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes;
(b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN;
(c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs;
(d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and making all notations on Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs;
(e) paying sums due on Global Notes, Definitive Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs;
(f) exchanging Talons for Coupons in accordance with the Conditions;
(g) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions;
(h) arranging on behalf of and at the request of and at the expense of the Relevant Issuer and/or the relevant Guarantors for notices to be communicated to the Noteholders in accordance with the Conditions;
(i) ensuring that, as directed by the Relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme;
(j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of ...
Appointment of Paying Agents. Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement.
Appointment of Paying Agents. The Paying Agent or Paying Agents shall make Distributions to Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to
Appointment of Paying Agents. 2.1 The Issuer and the Guarantor hereby appoint, on the terms and subject to the conditions of this Agreement, HSBC Bank plc as fiscal and principal paying agent, in each case acting at its specified office. References herein to Paying Agents shall include the Fiscal Agent and any other paying agent appointed hereunder from time to time.
2.2 Each Agent accepts its appointment, and agrees to act, as agent of the Issuer and the Guarantor in relation to the Notes and agrees to comply with the terms of this Agreement. Each Agent further agrees to perform the duties specified for it in the Conditions. The obligations of the Agents are several and not joint.
2.3 The Fiscal Agent undertakes to the Issuer that it will, in connection with the issue of the Notes, perform the duties which are stated to be performed by it in Schedule 7. Each of the Paying Agents (other than the Fiscal Agent) agrees that if any information that is required by the Fiscal Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Fiscal Agent.
2.4 The Issuer hereby authorises and instructs the Fiscal Agent to elect Euroclear as common safekeeper. The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper and agrees that no liability shall attach to the Fiscal Agent in respect of any such election made by it.
Appointment of Paying Agents. 2.1 The Issuer and the Guarantor and, for the purposes of clause 7 only, the Trustee hereby appoint, on the terms and subject to the conditions of this Agreement:
(a) HSBC Bank plc as principal paying agent; and
(b) Banque Internationale à Luxembourg, société anonyme as paying agent, in each case acting at its specified office.
2.2 Each Paying Agent accepts its appointment, and agrees to act, as agent of the Issuer and the Guarantor in relation to the Notes and agrees to comply with the terms of this Agreement. Each Paying Agent further agrees to perform the duties specified for it in the Conditions. The obligations of the Paying Agents are several and not joint.
2.3 The Principal Paying Agent undertakes to the Issuer that it will, in connection with the issue of the Notes, perform the duties which are stated to be performed by it in Schedule 1. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 1 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
2.4 The Issuer hereby authorises and instructs the Principal Paying Agent to elect itself (the Principal Paying Agent) as the initial common safekeeper.
Appointment of Paying Agents. (a) Subject to the terms of this agreement, the Trustee (acting on the direction of the Trust Manager) appoints the Principal Paying Agent as its principal paying agent and each other Paying Agent as its paying agent, for making payments in respect of the US$ Notes in accordance with the Transaction Documents and the relevant Conditions at their respective Paying Offices. The Principal Paying Agent and each other Paying Agent appointed under this agreement accepts such appointment.
(b) Except in clause 17 and as the context otherwise requires, references to the Principal Paying Agent are to it acting solely through its Paying Office.
(c) If at any time there is more than one Paying Agent, the obligations of the Paying Agents under this agreement shall be several and not joint.
(d) It is acknowledged and agreed that:
(i) subject to clause 7, each of the Principal Paying Agent and each other Paying Agent is the agent of the Trustee in its capacity as trustee of the Trust only; and
(ii) despite anything else in this agreement, any other Transaction Document or at law, the Trustee in its personal capacity is not responsible for any act or omission of the Principal Paying Agent or any other Paying Agent.
