Common use of APPOINTMENT OF PRINCIPAL PAYING AGENT AND REGISTRAR Clause in Contracts

APPOINTMENT OF PRINCIPAL PAYING AGENT AND REGISTRAR. 2.1 Citibank N.A., London Branch is hereby appointed by the Issuer and the CBC as its principal paying agent for the Covered Bonds upon the terms and subject to the conditions set out below, which appointment is accepted by Citibank N.A., London Branch for the purpose of paying sums due on the Covered Bonds and of performing all other obligations and duties imposed on it by the Conditions and this Agreement, which, inter alia, includes: completing, authenticating and delivering Temporary Global Covered Bonds, Permanent Global Covered Bonds and (if required) authenticating and delivering Definitive Covered Bonds; exchanging Temporary Global Covered Bonds for Permanent Global Covered Bonds in accordance with the terms of Temporary Global Covered Bonds and making all notations on Temporary Global Covered Bonds required by their terms; exchanging Permanent Global Covered Bonds for Definitive Covered Bonds in accordance with the terms of Permanent Global Covered Bonds and making all notations on Permanent Global Covered Bonds required by their terms; paying sums due on Global Covered Bonds in bearer form, Definitive Covered Bonds and Coupons; exchanging Talons for Coupons in accordance with the Conditions; determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with Clause 6 below; unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Covered Bonds in accordance with the Conditions; arranging on behalf of and at the expense of the Issuer and/or the CBC for notices to be communicated to the Covered Bondholders in accordance with the Conditions; ensuring that, as directed by the Issuer or the CBC, all necessary action is taken to comply with any reporting requirements of any competent authority as may be in force from time to time with respect to the Covered Bonds to be issued under the Programme; submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Covered Bonds which are to be listed on a regulated market as the relevant authority or authorities may require; acting as Calculation Agent in respect of Covered Bonds where named as such in the applicable Final Terms; electing Euroclear or Clearstream, Luxembourg as Common Safekeeper in relation to NGN Temporary Global Covered Bonds and/or NGN Permanent Global Covered Bonds; and performing all other obligations and duties imposed upon it by the Conditions and this Agreement.

Appears in 3 contracts

Samples: Agency Agreement, Agency Agreement, Agency Agreement

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APPOINTMENT OF PRINCIPAL PAYING AGENT AND REGISTRAR. 2.1 Citibank N.A., London Branch is hereby appointed by the Issuer and the CBC as its principal paying agent for the Covered Bonds upon the terms and subject to the conditions set out below, which appointment is accepted by Citibank N.A., London Branch for the purpose of paying sums due on the Covered Bonds and of performing all other obligations and duties imposed on it by the Conditions and this Agreement, which, inter alia, includes: completing, authenticating and delivering Temporary Global Covered Bonds, Permanent Global Covered Bonds and (if required) authenticating and delivering Definitive Covered Bonds; giving effectuation instructions in respect of each Global Covered Bond which is a Eurosystem-eligible NGN; exchanging Temporary Global Covered Bonds for Permanent Global Covered Bonds in accordance with the terms of Temporary Global Covered Bonds and making all notations on Temporary Global Covered Bonds required by their terms; exchanging Permanent Global Covered Bonds for Definitive Covered Bonds in accordance with the terms of Permanent Global Covered Bonds and making all notations on Permanent Global Covered Bonds required by their terms; paying sums due on Global Covered Bonds in bearer form, Definitive Covered Bonds and Coupons; exchanging Talons for Coupons in accordance with the Conditions; determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with Clause 6 below; unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Covered Bonds in accordance with the Conditions; arranging on behalf of and at the expense of the Issuer and/or the CBC for notices to be communicated to the Covered Bondholders in accordance with the Conditions; ensuring that, as directed by the Issuer or the CBC, all necessary action is taken to comply with any reporting requirements of any competent authority as may be in force from time to time with respect to the Covered Bonds to be issued under the Programme; submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Covered Bonds which are to be listed on a regulated market as the relevant authority or authorities may require; acting as Calculation Agent in respect of Covered Bonds where named as such in the applicable Final Terms; electing Euroclear or Clearstream, Luxembourg as Common Safekeeper in relation to NGN Temporary Global Covered Bonds and/or NGN Permanent Global Covered Bonds; paying sums due on Registered Covered Bonds; and performing all other obligations and duties imposed upon it by the Conditions and this Agreement.

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

APPOINTMENT OF PRINCIPAL PAYING AGENT AND REGISTRAR. 2.1 Citibank N.A., London Branch Citi is hereby appointed by the Issuer and the CBC as its principal paying agent for the Covered Bonds upon the terms and subject to the conditions set out below, which appointment is accepted by Citibank N.A., London Branch for the purpose of paying sums due on the any Covered Bonds and Coupons and of performing all other obligations and duties imposed on it by the Conditions and this Agreement, which appointment is accepted by Citi, and which, inter alia, includes: completing, authenticating and delivering Temporary Global Covered Bonds, Bonds and Permanent Global Covered Bonds and (if required) authenticating and delivering Definitive Covered Bonds; giving effectuation instructions in respect of each Global Covered Bond which is a Eurosystem-eligible NGN; exchanging Temporary Global Covered Bonds for Permanent Global Covered Bonds in accordance with the terms of Temporary Global Covered Bonds and making all notations on Temporary Global Covered Bonds required by their terms; exchanging Permanent Global Covered Bonds for Definitive Covered Bonds in accordance with the terms of Permanent Global Covered Bonds and making all notations on Permanent Global Covered Bonds required by their terms; paying sums due on Global Covered Bonds in bearer form, Definitive Covered Bonds and Coupons; exchanging Talons for Coupons in accordance with the Conditions; determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with Clause 6 below; unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Covered Bonds in accordance with the Conditions; arranging on behalf of and at the expense of the Issuer and/or the CBC for notices to be communicated to the Covered Bondholders in accordance with the Conditions; ensuring that, as directed by the Issuer or the CBC, all necessary action is taken to comply with any reporting requirements of any competent authority as may be in force from time to time with respect to the Covered Bonds to be issued under the Programme; submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Covered Bonds which are to be listed on a regulated market as the relevant authority or authorities may require; acting as Calculation Agent in respect of Covered Bonds where named as such in the applicable Final Terms; and electing Euroclear or Clearstream, Luxembourg as Common Safekeeper in relation to NGN Temporary Global Covered Bonds and/or NGN Permanent Global Covered Bonds. 2.2 Citi is hereby appointed by the Issuer and the CBC as its registrar for the Registered Covered Bonds upon the terms and subject to the conditions set out below, for the following purpose and for performing all other obligations and duties imposed on it by the Conditions and this Agreement, which appointment is accepted by Citi and which, inter alia, includes: completing and authenticating the Registered Covered Bond Deeds; the maintenance and keeping up to date of the Register, providing extracts from such Register, and the periodic giving of account to the Issuer and the CBC of such activities; the amendment of the Register in accordance with any notification (mededeling) received by the Issuer, also on behalf of the CBC, at the Issuer's office specified in the applicable Final Terms, from any Registered Covered Bond holder with respect to the transfer by way of assignment (cessie) of any Registered Covered Bond; forwarding a copy of each notification as abovementioned to the CBC and the Security Trustee as soon as practicable upon receipt; safekeeping of a copy of any executed Registered Covered Bonds Deed for and on behalf of the Issuer and the CBC and delivery of any Registered Covered Bonds Deeds to the relevant Registered Covered Bond holder; and paying sums due on Registered Covered Bonds (for which purposes the references to "Paying Agent" or "Principal Paying Agent", as the case may be, in Clauses 2.3, 8, 9, 11 and 20 below shall be deemed to include the Registrar). 2.3 Each Paying Agent, other than the Principal Paying Agent that is appointed as Paying Agent, under this Agreement agrees to act, as paying agent of the Issuer and the CBC upon the terms and subject to the conditions set out below in this Agreement, for the purposes of paying sums due on any Covered Bonds and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The obligations of each of the Paying Agents and the Registrar under this Agreement are several and not joint. 2.5 In relation to any Series of Covered Bonds which are to be deposited with Euroclear Nederland or any other agreed clearing system, the Issuer shall appoint a paying agent located/established in the Netherlands in respect of Euroclear Nederland or as may be required by such other agreed clearing system which shall be required to assume the obligations of the Principal Paying Agent in respect of all communications and dealings with Euroclear Nederland or such other agreed clearing system, as the case may be, on the terms, or substantially on the same terms, as set out herein. 2.6 In relation to each issue of Eurosystem-eligible Global Covered Bonds in NGN form, the Issuer and the CBC hereby authorise and instruct the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as Common Safekeeper (as will be set out in the applicable Final Terms). From time to time, the Issuer, the CBC and the Principal Paying Agent may agree to vary this election. 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 in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it.

Appears in 1 contract

Samples: Agency Agreement

APPOINTMENT OF PRINCIPAL PAYING AGENT AND REGISTRAR. 2.1 Citibank N.A., London Branch Citi is hereby appointed by the Issuer and the CBC as its principal paying agent for the Covered Bonds upon the terms and subject to the conditions set out below, which appointment is accepted by Citibank N.A., London Branch for the purpose of paying sums due on the any Covered Bonds and Coupons and of performing all other obligations and duties imposed on it by the Conditions and this Agreement, which appointment is accepted by Citi, and which, inter alia, includes: completing, authenticating and delivering Temporary Global Covered Bonds, Bonds and Permanent Global Covered Bonds and (if required) authenticating and delivering Definitive Covered Bonds; giving effectuation instructions in respect of each Global Covered Bond which is a Eurosystem-eligible NGN; exchanging Temporary Global Covered Bonds for Permanent Global Covered Bonds in accordance with the terms of Temporary Global Covered Bonds and making all notations on Temporary Global Covered Bonds required by their terms; exchanging Permanent Global Covered Bonds for Definitive Covered Bonds in accordance with the terms of Permanent Global Covered Bonds and making all notations on Permanent Global Covered Bonds required by their terms; paying sums due on Global Covered Bonds in bearer form, Definitive Covered Bonds and Coupons; exchanging Talons for Coupons in accordance with the Conditions; determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with Clause 6 below; unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Covered Bonds in accordance with the Conditions; arranging on behalf of and at the expense of the Issuer and/or the CBC for notices to be communicated to the Covered Bondholders in accordance with the Conditions; ensuring that, as directed by the Issuer or the CBC, all necessary action is taken to comply with any reporting requirements of any competent authority as may be in force from time to time with respect to the Covered Bonds to be issued under the Programme; upon request of the Issuer, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Covered Bonds which are to be listed on a regulated market as the relevant authority or authorities may require; acting as Calculation Agent in respect of Covered Bonds where named as such in the applicable Final Terms; electing Euroclear or Clearstream, Luxembourg as Common Safekeeper in relation to NGN Temporary Global Covered Bonds and/or NGN Permanent Global Covered Bonds; and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.2 Citi is hereby appointed by the Issuer and the CBC as its registrar for the Registered Covered Bonds upon the terms and subject to the conditions set out below, for the following purpose and for performing all other obligations and duties imposed on it by the Conditions and this Agreement, which appointment is accepted by Citi and which, inter alia, includes: completing and authenticating the Registered Covered Bonds Deeds; the maintenance and keeping up to date of the Register, providing extracts from such Register, and the periodic giving of account to the Issuer and the CBC of such activities; the amendment of the Register in accordance with any notification (mededeling) received by the Issuer, also on behalf of the CBC, at the Issuer's office specified in the applicable Final Terms, from any Registered Covered Bondholder with respect to the transfer by way of assignment (cessie) of any Registered Covered Bond; forwarding a copy of each notification as abovementioned to the CBC and the Security Trustee as soon as practicable upon receipt; safekeeping of a copy of any executed Registered Covered Bonds Deed for and on behalf of the Issuer and the CBC and delivery of any Registered Covered Bonds Deeds to the relevant Registered Covered Bondholder; and paying sums due on Registered Covered Bonds (for which purposes the references to "Paying Agent" or "Principal Paying Agent", as the case may be, in Clauses 2.3, 8, 9, 10, 11 and 20 below shall be deemed to include the Registrar). 2.3 Each Paying Agent, other than the Principal Paying Agent that is appointed as Paying Agent, under this Agreement agrees to act, as paying agent of the Issuer and the CBC upon the terms and subject to the conditions set out below in this Agreement, for the purposes of paying sums due on any Covered Bonds and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. The CBC's obligations shall be independent obligations and not those of surety (borg). 2.4 The obligations of each of the Paying Agents and the Registrar under this Agreement are several and not joint. Article 7:407 of the Dutch Civil Code shall not apply to this Clause 2.4. 2.5 In relation to any Series of Covered Bonds which are to be deposited with Euroclear Nederland or for any other agreed clearing system, the Issuer shall appoint a paying agent located/established in the Netherlands in respect of Euroclear Nederland or such other paying agent as may be required by such other agreed clearing system which paying agent shall be required to assume the obligations of the Principal Paying Agent in respect of all communications and dealings with Euroclear Nederland or such other agreed clearing system, as the case may be, on the terms, or substantially on the same terms, as set out herein. 2.6 In relation to each issue of Eurosystem-eligible Global Covered Bonds in NGN form, the Issuer and the CBC hereby authorise and instruct the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as Common Safekeeper (as will be set out in the applicable Final Terms). From time to time, the Issuer, the CBC and the Principal Paying Agent may agree to vary this election. 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 in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it.

Appears in 1 contract

Samples: Agency Agreement

APPOINTMENT OF PRINCIPAL PAYING AGENT AND REGISTRAR. 2.1 Citibank N.A., London Branch is hereby appointed by the Issuer and the CBC as its principal paying agent for the Covered Bonds upon the terms and subject to the conditions set out below, which appointment is accepted by Citibank N.A., London Branch for the purpose of paying sums due on the Covered Bonds and of performing all other obligations and duties imposed on it by the Conditions and this Agreement, which, inter alia, includes: completing, authenticating and delivering Temporary Global Covered Bonds, Permanent Global Covered Bonds and (if required) authenticating and delivering Definitive Covered Bonds; giving effectuation instructions in respect of each Global Covered Bond which is a Eurosystem-eligible NGN; exchanging Temporary Global Covered Bonds for Permanent Global Covered Bonds in accordance with the terms of Temporary Global Covered Bonds and making all notations on Temporary Global Covered Bonds required by their terms; exchanging Permanent Global Covered Bonds for Definitive Covered Bonds in accordance with the terms of Permanent Global Covered Bonds and making all notations on Permanent Global Covered Bonds required by their terms; paying sums due on Global Covered Bonds in bearer form, Definitive Covered Bonds and Coupons; exchanging Talons for Coupons in accordance with the Conditions; determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with Clause 6 below; unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Covered Bonds in accordance with the Conditions; arranging on behalf of and at the expense of the Issuer and/or the CBC for notices to be communicated to the Covered Bondholders in accordance with the Conditions; ensuring that, as directed by the Issuer or the CBC, all necessary action is taken to comply with any reporting requirements of any competent authority as may be in force from time to time with respect to the Covered Bonds to be issued under the Programme; submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Covered Bonds which are to be listed on a regulated market as the relevant authority or authorities may require; acting as Calculation Agent in respect of Covered Bonds where named as such in the applicable Final Terms; electing Euroclear or Clearstream, Luxembourg as Common Safekeeper in relation to NGN Temporary Global Covered Bonds and/or NGN Permanent Global Covered Bonds; and performing all other obligations and duties imposed upon it by the Conditions and this Agreement.

Appears in 1 contract

Samples: Agency Agreement

APPOINTMENT OF PRINCIPAL PAYING AGENT AND REGISTRAR. 2.1 Citibank N.A., London Branch Citi is hereby appointed by the Issuer and the CBC as its principal paying agent for the Covered Bonds upon the terms and subject to the conditions set out below, which appointment is accepted by Citibank N.A., London Branch Citi for the purpose of paying sums due on the Covered Bonds and of performing all other obligations and duties imposed on it by the Conditions and this Agreement, . which, inter alia, includes: : (a) completing, authenticating and delivering Temporary Global Covered Bonds, Permanent Global Covered Bonds and (if required) authenticating and delivering Definitive Covered Bonds; ; (b) giving effectuation instructions in respect of each Global Covered Bond which is a Eurosystem-eligible NGN; (c) exchanging Temporary Global Covered Bonds for Permanent Global Covered Bonds in accordance with the terms of Temporary Global Covered Bonds and making all notations on Temporary Global Covered Bonds required by their terms; ; (d) exchanging Permanent Global Covered Bonds for Definitive Covered Bonds in accordance with the terms of Permanent Global Covered Bonds and making all notations on Permanent Global Covered Bonds required by their terms; ; (e) paying sums due on Global Covered Bonds in bearer form, Definitive Covered Bonds and Coupons; ; (f) exchanging Talons for Coupons in accordance with the Conditions; ; (g) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with Clause 6 below; ; (h) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Covered Bonds in accordance with the Conditions; ; (i) arranging on behalf of and at the expense of the Issuer and/or the CBC for notices to be communicated to the Covered Bondholders in accordance with the Conditions; ; (j) ensuring that, as directed by the Issuer or the CBC, all necessary action is taken to comply with any reporting requirements of any competent authority as may be in force from time to time with respect to the Covered Bonds to be issued under the Programme; ; (k) upon request of the Issuer, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Covered Bonds which are to be listed on a regulated market as the relevant authority or authorities may require; ; (l) acting as Calculation Agent in respect of Covered Bonds where named as such in the applicable Final Terms; ; (m) electing Euroclear or Clearstream, Luxembourg as Common Safekeeper in relation to NGN Temporary Global Covered Bonds and/or NGN Permanent Global Covered Bonds; (n) paying sums due on Registered Covered Bonds; and (o) performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.2 Citi is hereby appointed by the Issuer and the CBC as Registrar for the Registered Covered Bonds upon the terms and subject to the conditions set out below, which appointment is accepted by Citi, for the following purpose and for performing all other obligations and duties imposed on it by the Conditions and this Agreement: (a) completing and authenticating the Registered Covered Bond Deeds; (b) the maintenance and keeping up to date of the Register, at request providing extracts from such Register, and the periodic giving of account to the Issuer and the CBC of such activities; (c) the amendment of the Register in accordance with any notification (mededeling) received by the Issuer, also on behalf of the CBC, at the Issuer's office specified in the applicable Final Terms, from any Registered Covered Bondholder with respect to the transfer by way of assignment (cessie) of any Registered Covered Bond; (d) forwarding a copy of each notification as abovementioned to the CBC and the Security Trustee as soon as possible upon receipt; (e) safekeeping of a copy of any executed Registered Covered Bonds Deed for and on behalf of the Issuer and the CBC and delivery of any Registered Covered Bonds Deeds to the relevant Registered Covered Bondholder; and (f) performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each Paying Agent that is appointed as Paying Agent under this Agreement agrees to act, as paying agent of the Issuer and the CBC upon the terms and subject to the conditions set out below in this Agreement, for the purposes of paying sums due on any Covered Bonds and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. The CBC's obligations shall be independent obligations and not those of a surety (borg). 2.4 The obligations of each of the Paying Agents and the Registrar under this Agreement are several and not joint. Article 7:407 of the Dutch Civil Code shall not apply to this Clause 2.4. 2.5 In relation to any Series of Covered Bonds which are to be deposited with Euroclear Nederland or for any other agreed clearing system, the Issuer shall appoint a paying agent located/established in the Netherlands in respect of Euroclear Nederland or such other paying agent as may be required by such other agreed clearing system which paying agent shall be required to assume the obligations of the Principal Paying Agent in respect of all communications and dealings with Euroclear Nederland or such other agreed clearing system, as the case may be, on the terms, or substantially on the same terms, as set out herein. 2.6 In relation to each issue of Eurosystem-eligible Global Covered Bonds in NGN form, the Issuer and the CBC hereby authorise and instruct the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as Common Safekeeper (as will be set out in the applicable Final Terms). From time to time, the Issuer, the CBC and the Principal Paying Agent may agree to vary this election. 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 in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it.

Appears in 1 contract

Samples: Agency Agreement

APPOINTMENT OF PRINCIPAL PAYING AGENT AND REGISTRAR. 2.1 Citibank N.A., London Branch is hereby appointed by the Issuer and the CBC as its principal paying agent for the Covered Bonds upon the terms and subject to the conditions set out below, which appointment is accepted by Citibank N.A., London Branch for the purpose of paying sums due on the Covered Bonds and of performing all other obligations and duties imposed on it by the Conditions and this Agreement, which, which inter alia, alia includes: completing, authenticating and delivering Temporary Global Covered Bonds, Permanent Global Covered Bonds and (if required) authenticating and delivering Definitive Covered Bonds; giving effectuation instructions in respect of each Global Covered Bond which is a Eurosystem-eligible NGN; exchanging Temporary Global Covered Bonds for Permanent Global Covered Bonds in accordance with the terms of Temporary Global Covered Bonds and making all notations on Temporary Global Covered Bonds required by their terms; exchanging Permanent Global Covered Bonds for Definitive Covered Bonds in accordance with the terms of Permanent Global Covered Bonds and making all notations on Permanent Global Covered Bonds required by their terms; paying sums due on Global Covered Bonds in bearer form, Definitive Covered Bonds and Coupons; exchanging Talons for Coupons in accordance with the Conditions; determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with Clause 6 below6; unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Covered Bonds in accordance with the Conditions; arranging on behalf of and at the expense of the Issuer and/or the CBC for notices to be communicated to the Covered Bondholders in accordance with the Conditions; ensuring that, as directed by the Issuer or the CBC, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of the euro as may be in force from time to time with respect to the Covered Bonds to be issued under the Programme; submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Covered Bonds which are to be listed on a regulated market as the relevant authority or authorities may require; acting as Calculation Agent in respect of Covered Bonds where named as such in the applicable Final Terms; electing Euroclear or and/or Clearstream, Luxembourg as Common Safekeeper in relation to NGN Temporary Global Covered Bonds and/or NGN Permanent Global Covered Bonds; and performing all other obligations and duties imposed upon it by the Conditions and this Agreement.

Appears in 1 contract

Samples: Agency Agreement

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APPOINTMENT OF PRINCIPAL PAYING AGENT AND REGISTRAR. 2.1 Citibank N.A., London Branch Citi is hereby appointed by the Issuer and the CBC as its principal paying agent for the Covered Bonds upon the terms and subject to the conditions set out below, which appointment is accepted by Citibank N.A., London Branch for the purpose of paying sums due on the any Covered Bonds and Coupons and of performing all other obligations and duties imposed on it by the Conditions and this Agreement, which appointment is accepted by Citi and which, inter alia, includes: completing, authenticating and delivering Temporary Global Covered Bonds, Bonds and Permanent Global Covered Bonds and (if required) authenticating and delivering Definitive Covered Bonds; giving effectuation instructions in respect of each Global Covered Bond which is a Eurosystem-eligible NGN; exchanging Temporary Global Covered Bonds for Permanent Global Covered Bonds in accordance with the terms of Temporary Global Covered Bonds and making all notations on Temporary Global Covered Bonds required by their terms; exchanging Permanent Global Covered Bonds for Definitive Covered Bonds in accordance with the terms of Permanent Global Covered Bonds and making all notations on Permanent Global Covered Bonds required by their terms; paying sums due on Global Covered Bonds in bearer form, Definitive Covered Bonds and Coupons; exchanging Talons for Coupons in accordance with the Conditions; determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with Clause 6 below; unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Covered Bonds in accordance with the Conditions; arranging on behalf of and at the expense of the Issuer and/or the CBC for notices to be communicated to the Covered Bondholders in accordance with the Conditions; ensuring that, as directed by the Issuer or the CBC, all necessary action is taken to comply with any reporting requirements of any competent authority as may be in force from time to time with respect to the Covered Bonds to be issued under the Programme; submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Covered Bonds which are to be listed on a regulated market as the relevant authority or authorities may require; acting as Calculation Agent in respect of Covered Bonds where named as such in the applicable Final Terms; and electing Euroclear or Clearstream, Luxembourg as Common Safekeeper in relation to NGN Temporary Global Covered Bonds and/or NGN Permanent Global Covered Bonds. 2.2 Citi is hereby appointed by the Issuer and the CBC as its registrar for the Registered Covered Bonds upon the terms and subject to the conditions set out below, for the following purpose and for performing all other obligations and duties imposed on it by the Conditions and this Agreement, which appointment is accepted by Citi and which, inter alia, includes: completing and authenticating the Registered Covered Bond Deeds; the maintenance and keeping up to date of the Register, providing extracts from such Register, and the periodic giving of account to the Issuer and the CBC of such activities; the amendment of the Register in accordance with any notification (mededeling) received by the Issuer, also on behalf of the CBC, at the Issuer's office specified in the applicable Final Terms, from any Registered Covered Bond holder with respect to the transfer by way of assignment (cessie) of any Registered Covered Bond; forwarding a copy of each notification as abovementioned to the CBC and the Security Trustee as soon as practicable upon receipt; safekeeping of a copy of any executed Registered Covered Bonds Deed for and on behalf of the Issuer and the CBC and delivery of any Registered Covered Bonds Deeds to the relevant Registered Covered Bond holder; and paying sums due on Registered Covered Bonds (for which purposes the references to "Paying Agent" or "Principal Paying Agent", as the case may be, in Clauses 2.3, 8, 9, 10.11 and 21 below shall be deemed to include the Registrar). 2.3 Each Paying Agent, other than the Principal Paying Agent that is appointed as Paying Agent, under this Agreement agrees to act, as paying agent of the Issuer and the CBC upon the terms and subject to the conditions set out below in this Agreement, for the purposes of paying sums due on any Covered Bonds and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The obligations of each of the Paying Agents and the Registrar under this Agreement are several and not joint. 2.5 In relation to any Series of Covered Bonds which are to be deposited with Euroclear Nederland or any other agreed clearing system, the Issuer shall appoint a paying agent located/established in the Netherlands in respect of Euroclear Nederland or as may be required by such other agreed clearing system which shall be required to assume the obligations of the Principal Paying Agent in respect of all communications and dealings with Euroclear Nederland or such other agreed clearing system, as the case may be, on the terms, or substantially on the same terms, as set out herein. 2.6 In relation to each issue of Eurosystem-eligible Global Covered Bonds in NGN form, the Issuer and the CBC hereby authorise and instruct the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as Common Safekeeper (as will be set out in the applicable Final Terms). From time to time, the Issuer, the CBC and the Principal Paying Agent may agree to vary this election. 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 in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it.

Appears in 1 contract

Samples: Agency Agreement

APPOINTMENT OF PRINCIPAL PAYING AGENT AND REGISTRAR. 2.1 Citibank N.A., London Branch Citi is hereby appointed by the Issuer and the CBC as its principal paying agent for the Covered Bonds upon the terms and subject to the conditions set out below, which appointment is accepted by Citibank N.A., London Branch for the purpose of paying sums due on the any Covered Bonds and Coupons and of performing all other obligations and duties imposed on it by the Conditions and this Agreement, which appointment is accepted by Citi and which, inter alia, includes: completing, authenticating and delivering Temporary Global Covered Bonds, Bonds and Permanent Global Covered Bonds and (if required) authenticating and delivering Definitive Covered Bonds; giving effectuation instructions in respect of each Global Covered Bond which is a Eurosystem-eligible NGN; exchanging Temporary Global Covered Bonds for Permanent Global Covered Bonds in accordance with the terms of Temporary Global Covered Bonds and making all notations on Temporary Global Covered Bonds required by their terms; exchanging Permanent Global Covered Bonds for Definitive Covered Bonds in accordance with the terms of Permanent Global Covered Bonds and making all notations on Permanent Global Covered Bonds required by their terms; paying sums due on Global Covered Bonds in bearer form, Definitive Covered Bonds and Coupons; exchanging Talons for Coupons in accordance with the Conditions; determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with Clause 6 below; unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Covered Bonds in accordance with the Conditions; arranging on behalf of and at the expense of the Issuer and/or the CBC for notices to be communicated to the Covered Bondholders in accordance with the Conditions; ensuring that, as directed by the Issuer or the CBC, all necessary action is taken to comply with any reporting requirements of any competent authority as may be in force from time to time with respect to the Covered Bonds to be issued under the Programme; upon request of the Issuer, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Covered Bonds which are to be listed on a regulated market as the relevant authority or authorities may require; acting as Calculation Agent in respect of Covered Bonds where named as such in the applicable Final Terms; and electing Euroclear or Clearstream, Luxembourg as Common Safekeeper in relation to NGN Temporary Global Covered Bonds and/or NGN Permanent Global Covered Bonds. 2.2 Citi is hereby appointed by the Issuer and the CBC as its registrar for the Registered Covered Bonds upon the terms and subject to the conditions set out below, for the following purpose and for performing all other obligations and duties imposed on it by the Conditions and this Agreement, which appointment is accepted by Citi and which, inter alia, includes: completing and authenticating the Registered Covered Bonds Deeds; the maintenance and keeping up to date of the Register, providing extracts from such Register, and the periodic giving of account to the Issuer and the CBC of such activities; the amendment of the Register in accordance with any notification (mededeling) received by the Issuer, also on behalf of the CBC, at the Issuer's office specified in the applicable Final Terms, from any Registered Covered Bond holder with respect to the transfer by way of assignment (cessie) of any Registered Covered Bond; forwarding a copy of each notification as abovementioned to the CBC and the Security Trustee as soon as practicable upon receipt; safekeeping of a copy of any executed Registered Covered Bonds Deed for and on behalf of the Issuer and the CBC and delivery of any Registered Covered Bonds Deeds to the relevant Registered Covered Bond holder; and paying sums due on Registered Covered Bonds (for which purposes the references to "Paying Agent" or "Principal Paying Agent", as the case may be, in Clauses 2.3, 8, 9, 10.11 and 21 below shall be deemed to include the Registrar). 2.3 Each Paying Agent, other than the Principal Paying Agent that is appointed as Paying Agent, under this Agreement agrees to act, as paying agent of the Issuer and the CBC upon the terms and subject to the conditions set out below in this Agreement, for the purposes of paying sums due on any Covered Bonds and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The obligations of each of the Paying Agents and the Registrar under this Agreement are several and not joint. 2.5 In relation to any Series of Covered Bonds which are to be deposited with Euroclear Nederland or any other agreed clearing system, the Issuer shall appoint a paying agent located/established in the Netherlands in respect of Euroclear Nederland or as may be required by such other agreed clearing system which shall be required to assume the obligations of the Principal Paying Agent in respect of all communications and dealings with Euroclear Nederland or such other agreed clearing system, as the case may be, on the terms, or substantially on the same terms, as set out herein. 2.6 In relation to each issue of Eurosystem-eligible Global Covered Bonds in NGN form, the Issuer and the CBC hereby authorise and instruct the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as Common Safekeeper (as will be set out in the applicable Final Terms). From time to time, the Issuer, the CBC and the Principal Paying Agent may agree to vary this election. 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 in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it.

Appears in 1 contract

Samples: Agency Agreement

APPOINTMENT OF PRINCIPAL PAYING AGENT AND REGISTRAR. 2.1 Citibank N.A., London Branch Citi is hereby appointed by the Issuer and the CBC as its principal paying agent for the Covered Bonds upon the terms and subject to the conditions set out below, which appointment is accepted by Citibank N.A., London Branch for the purpose of paying sums due on the any Covered Bonds and Coupons and of performing all other obligations and duties imposed on it by the Conditions and this Agreement, which appointment is accepted by Citi, and which, inter alia, includes: completing, authenticating and delivering Temporary Global Covered Bonds, Bonds and Permanent Global Covered Bonds and (if required) authenticating and delivering Definitive Covered Bonds; giving effectuation instructions in respect of each Global Covered Bond which is a Eurosystem-eligible NGN; exchanging Temporary Global Covered Bonds for Permanent Global Covered Bonds in accordance with the terms of Temporary Global Covered Bonds and making all notations on Temporary Global Covered Bonds required by their terms; exchanging Permanent Global Covered Bonds for Definitive Covered Bonds in accordance with the terms of Permanent Global Covered Bonds and making all notations on Permanent Global Covered Bonds required by their terms; paying sums due on Global Covered Bonds in bearer form, Definitive Covered Bonds and Coupons; exchanging Talons for Coupons in accordance with the Conditions; determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with Clause 6 below; unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Covered Bonds in accordance with the Conditions; arranging on behalf of and at the expense of the Issuer and/or the CBC for notices to be communicated to the Covered Bondholders in accordance with the Conditions; ensuring that, as directed by the Issuer or the CBC, all necessary action is taken to comply with any reporting requirements of any competent authority as may be in force from time to time with respect to the Covered Bonds to be issued under the Programme; upon request of the Issuer, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Covered Bonds which are to be listed on a regulated market as the relevant authority or authorities may require; acting as Calculation Agent in respect of Covered Bonds where named as such in the applicable Final Terms; and electing Euroclear or Clearstream, Luxembourg as Common Safekeeper in relation to NGN Temporary Global Covered Bonds and/or NGN Permanent Global Covered Bonds. 2.2 Citi is hereby appointed by the Issuer and the CBC as its registrar for the Registered Covered Bonds upon the terms and subject to the conditions set out below, for the following purpose and for performing all other obligations and duties imposed on it by the Conditions and this Agreement, which appointment is accepted by Citi and which, inter alia, includes: completing and authenticating the Registered Covered Bonds Deeds; the maintenance and keeping up to date of the Register, providing extracts from such Register, and the periodic giving of account to the Issuer and the CBC of such activities; the amendment of the Register in accordance with any notification (mededeling) received by the Issuer, also on behalf of the CBC, at the Issuer's office specified in the applicable Final Terms, from any Registered Covered Bond holder with respect to the transfer by way of assignment (cessie) of any Registered Covered Bond; forwarding a copy of each notification as abovementioned to the CBC and the Security Trustee as soon as practicable upon receipt; safekeeping of a copy of any executed Registered Covered Bonds Deed for and on behalf of the Issuer and the CBC and delivery of any Registered Covered Bonds Deeds to the relevant Registered Covered Bond holder; and paying sums due on Registered Covered Bonds (for which purposes the references to "Paying Agent" or "Principal Paying Agent", as the case may be, in Clauses 2.3, 8, 9, 10, 11 and 20 below shall be deemed to include the Registrar). 2.3 Each Paying Agent, other than the Principal Paying Agent that is appointed as Paying Agent, under this Agreement agrees to act, as paying agent of the Issuer and the CBC upon the terms and subject to the conditions set out below in this Agreement, for the purposes of paying sums due on any Covered Bonds and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The obligations of each of the Paying Agents and the Registrar under this Agreement are several and not joint. 2.5 In relation to any Series of Covered Bonds which are to be deposited with Euroclear Nederland or any other agreed clearing system, the Issuer shall appoint a paying agent located/established in the Netherlands in respect of Euroclear Nederland or as may be required by such other agreed clearing system which shall be required to assume the obligations of the Principal Paying Agent in respect of all communications and dealings with Euroclear Nederland or such other agreed clearing system, as the case may be, on the terms, or substantially on the same terms, as set out herein. 2.6 In relation to each issue of Eurosystem-eligible Global Covered Bonds in NGN form, the Issuer and the CBC hereby authorise and instruct the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as Common Safekeeper (as will be set out in the applicable Final Terms). From time to time, the Issuer, the CBC and the Principal Paying Agent may agree to vary this election. 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 in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it.

Appears in 1 contract

Samples: Agency Agreement

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