CONDITIONS OF APPOINTMENT. 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and (b) that it shall not be liable to account to the Issuer for any interest on the money. 19.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. 19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent. 19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith. 19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefor. 19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement. 19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised. 19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. 19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money.
19.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's ’s written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. No money held by any Paying Agent need be segregated except as required by law.
19.2 In acting under this Agreement and in connection with the NotesBonds, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the NotesBonds, Coupons or Talons.
19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 6 in the case of the Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Paying Agent) agrees that if any information that is required by the Paying Agent to perform the duties set out in Schedule 7 6 becomes known to it, it will promptly provide such information to the Paying Agent.
19.4 The Agent may or the Paying Agent may, with the written consent of the Issuer, where legally permissible, and provided that such consent is not unreasonably withheld, consult with reputable and engage legal and other professional advisers with respect to its rights at the expense of the Issuer and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent Issuer, and shall be under entitled to request clarification of any instruction or direction received by it from the Issuer, and to refrain from performing any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefclarification is required until such clarification is received, such Paying Agent shall bear provided that no liability thereforshall arise therefrom.
19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any NotesBonds, Coupons or Talons with the same rights that it or he they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Bonds or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Agent or the Paying Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent or the Paying Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent or the Paying Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject The Paying Agents shall be entitled to take any action or to refuse to take any action which the Paying Agents regard as necessary for it to comply with any applicable law, regulation or fiscal requirement or anti-money laundering to which such Paying Agent are subject.
19.11 Notwithstanding anything in this Agreement to the Issuer's written consent (such consent contrary, the Issuer and the Paying Agents shall not be responsible or liable for any delay or failure to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations perform under this Agreement to a third partyor for any losses resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Issuer, Paying Agents and/or any BNY Mellon affiliate including without limitation: strikes, work stoppages, acts of war, terrorism, epidemic, acts of God, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or malfunction of utilities, communications or any computer (software or hardware) services, the application of any law or regulation in effect now or in the future, or any event in the country in which the relevant duties under this Agreement are performed, (including, but not limited to, nationalisation, expropriation or other governmental actions, regulation of the banking or securities industry, sanctions imposed at national or international level or market conditions) which may affect, limit, prohibit or prevent the performance in full or in part of such duties until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or in part) and in no event shall the Paying Agents be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by such law, regulation or event. Parties to this Agreement shall do or carry out all acts as may be necessary including notifying the other party as soon as possible on a best efforts basis following the occurrence of a force majeure event (where legally permissible) to give effect to this Agreement, without liability resulting therefrom. A copy of all communications relating to the subject matter of this Agreement between the Issuer hereby acknowledges and any Paying Agent (other than the potential for such delegation. The Agent Agent) shall be and remain liable for any act or omission committed by such delegate, sent to the same extent as it would have been liable hereunder had it performed such act or omission itselfAgent.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Relevant Issuer or the Guarantor (in the case of Guaranteed Notes) for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Relevant Issuer or the Guarantor (in the case of Guaranteed Notes) for any interest on the money.
19.2 21.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Relevant Issuer and the Guarantor (in the case of Guaranteed Notes) and will not assume any fiduciary duty or other obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 21.3 Each Paying Agent undertakes to the Relevant Issuer and the Guarantor (in the case of Guaranteed Notes) to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 11 in the case of the Principal Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. 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 7 11 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
19.4 21.4 The Principal Paying Agent and the Registrar may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer the Relevant Issuer or the Guarantor (in the case of the Issuer given in accordance with this Agreement Guaranteed Notes) or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Relevant Issuer or the Guarantor, as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforcase may be.
19.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Issuers or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer Issuers or the Guarantor as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer 21.7 Each of the Issuers and the Guarantor shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
19.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 21.9 The amount of the Programme may be increased by the Issuer AA (in respect of itself and AAFS) in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 21.10 Notwithstanding anything else herein contained, any Agent may refrain, without liability, from doing anything that would or might in its reasonable opinion be contrary to any law of any state or jurisdiction (including, but not limited to, the Issuer's written consent United States (or any jurisdiction forming a part of it) and England & Wales) or any directive or regulation of any agency of any such consent not to be unreasonably withheld)state or jurisdiction and may without liability do anything which is, if in the Agent’s its reasonable opinion, acting reasonablynecessary to comply with any such law, it deems it appropriate to delegate any of its roles, duties directive or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfregulation.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by the Agent need not be segregated except as required by law.
19.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, Agent other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 Each Paying Agent undertakes to inform the Issuer as soon as practicable if such Paying Agent is an FFI and fails to become or ceases to be a Participating FFI.
19.5 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 19.6 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 19.7 Any Paying Agent and its officers, directors directors, affiliates and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 19.8 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 19.9 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 19.10 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The 19.11 No Paying Agent shall be and remain liable for consequential loss (being loss of business, goodwill, opportunity or profit) of any act kind whatsoever.
19.12 The Issuer shall promptly inform the Agent of any issuance of VPS Notes.
19.13 Notwithstanding anything else herein contained, the Agent may refrain without liability from doing anything that would or omission committed by such delegate, might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the same extent as European Union, United States of America or any jurisdiction forming a part of it would have been liable hereunder had it performed and England & Wales) or any directive or regulation of any agency of any such act state or omission itselfjurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each 20.1 Save as provided in Clause 7 and in sub-clause 20.3 of this clause, the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it and such moneys shall not exercise any right of set-off, lien or similar claim be held in respect accordance with the client money rules of the money; and
(b) that it Financial Conduct Authority and shall not be liable to account to the Issuer for any interest on or other amounts in respect of the money. No money held by any Paying Agent need be segregated except as required by law.
19.2 In 20.2 Save as provided in Clause 7, in acting under this Agreement and in connection with the NotesSecurities and the Coupons, each Paying Agent the Agents shall act solely as an agent agents of the Issuer and will not assume any obligations towards or relationship of agency or trust or fiduciary duty for or with any of the owners or holders of the Notes, Coupons Securities or Talonsthe Coupons.
19.3 Each 20.3 No Paying Agent undertakes to shall exercise any right of set-off or lien against the Issuer or any holders of Securities or Coupons in respect of any moneys payable to perform its dutiesor by it under the terms of this Agreement.
20.4 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer with the approval of the Trustee, each of the Agents shall be entitled to treat the holder of any Security or Coupon as the absolute owner for all purposes (whether or not the Security or Coupon shall be overdue and notwithstanding any notice of ownership or other writing on the Security or Coupon or any notice of previous loss or theft of the Security or Coupon).
20.5 The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Securities and no implied duties or obligations shall be read into any of those documents this Agreement or the Securities against any Paying Agent, the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 20.6 The Principal Paying Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult the advisers shall be full and complete protection in respect of action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 20.7 Each Paying Agent of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction notices, instruction, information, report, request or order from an authorised officer of the Issuer given in accordance with this Agreement Issuer, the Trustee or any document which it reasonably believes acting in good faith to be genuine and to have been delivered by the proper party or on parties or upon written instructions from an authorised officer the Issuer or the Trustee. The Issuer shall provide additional information to the Agents upon request.
20.8 Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefAgents, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Securities or Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Trustee, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Securities or Coupons or in connection with any other obligations of the Issuer Issuer, as freely as if the Paying Agent were not appointed under this Agreement.
19.7 20.9 The Issuer Principal Paying Agent shall not be under any obligation risk or expend its own funds or to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it.
20.10 Each party shall provide as soon as reasonably practicable on request to any Agent such information as it shall reasonably require for the Agent with a certified copy purpose of the list discharge or exercise of persons authorised its duties herein.
20.11 No Agent shall be under any obligation to execute documents and take action on its behalf in connection with this Agreement and shall notify monitor or supervise, enquire about or satisfy itself as to the Agent immediately in writing if functions or act of any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer parties and each of the Paying Agents shall be entitled to treat assume, in the bearer absence of express notice in writing to the contrary, that each other party is properly performing and complying with its obligations under the documents to which it is party and that no event has occurred whereby the Securities have become due and payable. No Agent shall be liable for a breach by any other party to a Transaction Document, or the occurrence of any Note such event.
20.12 No Agent shall be obliged to do anything that would or Coupon as might in its reasonable opinion be contrary to any law of any jurisdiction or any directive or regulation of any agency of any state or any internal policy relating to "know your customer" requirements or anti-money laundering or which would or might otherwise render it liable to any person or cause it to act in a manner which might prejudice its interests and may do anything which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation or internal policy.
20.13 Each Agent may employ and pay an agent or delegate selected by it to transact or conduct, or concur in transacting or conducting, any business or to do or concur in doing all acts required to be done by that Agent and, provided that the absolute owner Agent shall have exercised reasonable care in the selection of any such agent or delegate, the Agent shall not be in any way responsible for any liability incurred by reason of any misconduct or default on the part of any such agent or delegate or be bound to supervise the proceedings or acts of any such agent or delegate.
20.14 Whenever in the performance of its duties under this Agency Agreement or the Conditions, an Agent shall deem it (whether reasonably desirable that any matter be established by the Issuer or any other party prior to taking any action or refraining from any action of suffering any action under this Agency Agreement, the matter shall be deemed to be conclusively established by a certificate signed by two authorised attorneys of the Issuer or the Trustee and delivered to the relevant Agent and the certificate shall be a full authorisation to such Agent for any action taken or not taken or suffered in good faith by it is overdue and notwithstanding under the provisions of this Agreement in reliance upon the certificate.
20.15 Notwithstanding anything to the contrary in the Trust Deed or the Agency Agreement, the Agents shall not be liable to any notice person for any matter or thing done or omitted in any way in connection with the Trust Deed or Agency Agreement save in relation to its own negligence, wilful misconduct or fraud or that of ownership its directors, officers or writing on employees or any of them, or the material breach by it or notice of any previous loss or theft the terms of itthis Agreement (other than a breach of the terms of this Agreement caused by events beyond the reasonable control of the Agents).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references 20.16 Notwithstanding anything in this Agreement to the amount of contrary, the Programme Agents shall not be deemed responsible or liable for any delay or failure to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations perform under this Agreement to a third partyor for any losses resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Agents including without limitation: strikes, work stoppages, acts of war, terrorism, epidemic, acts of God, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or malfunction of utilities, communications or any computer (software or hardware) services, the Issuer hereby acknowledges application of any law or regulation in effect now or in the potential future, or any event in the country in which the relevant duties under this Agreement are performed, (including, but not limited to, nationalisation, expropriation or other governmental actions, regulation of the banking or securities industry, sanctions imposed at national or international level or market conditions) which may affect, limit, prohibit or prevent the performance in full or in part of such duties until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or in part) and in no event shall the Agents be obliged to substitute another currency for such delegation. The Agent shall be and remain liable for any act a currency whose transferability, convertibility or omission committed availability has been affected, limited, prohibited or prevented by such delegatelaw, to the same extent as it would have been liable hereunder had it performed such act regulation or omission itselfevent.
Appears in 2 contracts
CONDITIONS OF APPOINTMENT. 19.1 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by the Agent need not be segregated except as required by law.
19.2 18.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, Agent other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 18.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 18.6 Any Paying Agent and its officers, directors directors, affiliates and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 18.10 No Paying Agent shall be liable for consequential loss (being loss of business, goodwill, opportunity or profit) of any kind whatsoever.
18.11 The Issuer shall promptly inform the Agent of any issuance of VPS Notes.
18.12 Neither the Issuer nor any of its subsidiaries (if any) nor, to the best knowledge of the Issuer, any director, officer, agent, employee or affiliate of the Issuer or any of its subsidiaries (if any) are currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. State Department, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, Sanctions).
18.13 The Issuer will ensure that none of the proceeds raised in connection with the issue of any Notes will directly or indirectly be lent, contributed or otherwise made available to any subsidiaries, joint venture partners or any other person or entity (whether or not related to the Issuer's written consent ) by the Issuer or any subsidiary of the Issuer for the purpose of financing the activities of any person or entity or for the benefit of any country currently subject to any Sanctions.
18.14 Clause 18.12 and 18.13 are subject to, and valid only to the extent that they do not result in a breach and/or violation of, or conflict with: (such consent not to be unreasonably withheldi) Section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung), if in the Agent’s opinion(ii) EU Regulation (EC) Xx. 0000/00 xx, acting reasonably, it deems it appropriate to delegate (xxx) any of its roles, duties other applicable anti-boycott or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act similar laws or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfregulations.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 24.1 Each Paying Agent shall will be entitled to deal with money paid to it by the Issuer or the Guarantor (as the case may be) for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall will not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall will not be liable to account to the Issuer or the Guarantor for any interest on the money; and
(c) that it will not be required to segregate any money held by it except as required by law.
19.2 24.2 In acting under this Agreement and in connection with the NotesCovered Bonds, each Paying Agent shall will act solely as an agent of the Issuer Issuer, the Guarantor (and, in the circumstances referred to in Sections 2.6 and 2.7, the Bond Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the NotesCovered Bonds, Coupons or Talons.
19.3 24.3 Each Paying Agent undertakes to the Issuer and the Guarantor and, in the circumstances referred to in Sections 2.6 and 2.7, the Bond Trustee to perform its duties, and shall will be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 5 in the case of the Principal Paying Agent), the Conditions ) and the Procedures MemorandumTerms and Conditions, and no implied duties or obligations shall will be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. 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 7 5 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
19.4 The 24.4 Each Agent may may, at the Issuer’s expense, consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers will be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 24.5 Each Paying Agent shall will be protected and shall will incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given or the Bond Trustee (in accordance with this Agreement the circumstances referred to in Sections 2.6 and 2.7) the Guarantor or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on or the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforGuarantor.
19.6 24.6 Any Paying Agent Agent, its affiliated companies and its officers, directors and employees may become the owner of, and/or acquire any interest in, any NotesCovered Bonds, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Covered Bonds or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Paying Agent were not appointed under this Agreement.
19.7 24.7 The Issuer shall and the Guarantor will provide the Agent Agents with a certified copy of the list of persons authorised Authorized Signatories to execute documents and take action on its behalf in connection with this Agreement and shall will notify the Agent Agents immediately in writing if any of those persons ceases to be authorised authorized or if any additional person becomes authorised authorized together, in the case of an additional authorised personauthorized signatory, with evidence satisfactory to the Agent Agents that the person has been authorisedauthorized.
19.8 24.8 Except as otherwise permitted in the Trust Deed and the Terms and Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, in the Issuer case of Bearer Covered Bonds, the Issuer, the Guarantor, the Bond Trustee and each of the Paying Agents shall will be entitled to treat the bearer of any Note Bearer Covered Bond or Coupon and the registered holder of any Registered Covered Bond as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 24.9 The amount of the Programme Program may be increased by the Issuer in accordance with the procedure set out in the Programme Program Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall Program will be deemed to be references to the increased amount.
19.10 Subject 24.10 The Issuer hereby covenants with the Agents that it will provide the Agents with such information as may be available to the Issuer's written consent (Issuer so as to assist the Agents to determine whether or not such consent not Agent is obliged, in respect of any payments to be unreasonably withheld), if in made pursuant to the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegateTransaction Documents, to the same extent as it would have been liable hereunder had it performed such act or omission itselfmake any FATCA Withholding.
Appears in 2 contracts
Samples: Agency Agreement (Scotiabank Covered Bond Guarantor Limited Partnership), Agency Agreement (Bank of Nova Scotia /)
CONDITIONS OF APPOINTMENT. 19.1 23.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money.
19.2 23.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 23.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 11 in the case of the Principal Paying Agent), the applicable Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 11 becomes known to it, it will promptly provide such information to the Agent.
19.4 23.4 The Principal Paying Agent and the Registrar may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 23.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 23.6 Any Paying Agent Agent, and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.Agreement.
19.7 23.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
19.8 23.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 23.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) except that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall . Moneys held by the Agent need not be liable to account to the Issuer for any interest on the moneysegregated except as required by law.
19.2 21.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 21.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 10 (Additional Duties of the Principal Paying Agent) in the case of the Principal Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required requested by the Principal Paying Agent in order for it to perform the duties set out in Schedule 7 10 (Additional Duties of the Principal Paying Agent) becomes known to it, it will promptly provide such information to the Principal Paying Agent.
19.4 21.4 The Principal Paying Agent and the Registrar may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder rely without any liability on the evidence received and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 21.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
19.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 21.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 21.10 Each party shall within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this clause 21.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality.
21.11 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer's written consent (obligation under this clause 21.11 shall apply only to the extent that such consent not payments are so treated by virtue of characteristics of the Issuer, the Notes, or both.
21.12 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to be unreasonably withheld)make a deduction or withholding from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent’s opinionPrincipal Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant Authority within the time allowed for the amount so withheld or deducted or, acting reasonablyat its option, it deems it appropriate shall reasonably promptly after making such payment return to delegate any of its rolesthe Issuer the amount so deducted or withheld, duties or obligations under this Agreement to a third partyin which case, the Issuer hereby acknowledges shall so account to the potential relevant Authority for such delegationamount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding deemed to be required by Applicable Law for the purposes of this clause 21.12.
21.13 In the event that the Issuer determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to any of the Agents on any Notes, then the Issuer will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and otherwise made in accordance with this Agreement. The Issuer will promptly notify the Agents of any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 21.13.
21.14 The Issuer shall promptly inform the Principal Paying Agent shall be and remain liable for of any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfissuance of VPS Notes.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each 20.1 Save as provided in Clause 7 and in sub-clause 20.3 of this clause, the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it and such moneys shall not exercise any right of set-off, lien or similar claim be held in respect accordance with the client money rules of the money; and
(b) that it Financial Conduct Authority and shall not be liable to account to the Issuer for any interest on or other amounts in respect of the money. No money held by any Paying Agent need be segregated except as required by law.
19.2 In 20.2 Save as provided in Clause 7, in acting under this Agreement and in connection with the NotesSecurities and the Coupons, each Paying Agent the Agents shall act solely as an agent agents of the Issuer and will not assume any obligations towards or relationship of agency or trust or fiduciary duty for or with any of the owners or holders of the Notes, Coupons Securities or Talonsthe Coupons.
19.3 Each 20.3 No Paying Agent undertakes to shall exercise any right of set-off or lien against the Issuer or any holders of Securities or Coupons in respect of any moneys payable to perform its dutiesor by it under the terms of this Agreement.
20.4 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer with the approval of the Trustee, each of the Agents shall be entitled to treat the holder of any Security or Coupon as the absolute owner for all purposes (whether or not the Security or Coupon shall be overdue and notwithstanding any notice of ownership or other writing on the Security or Coupon or any notice of previous loss or theft of the Security or Coupon).
20.5 The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Securities and no implied duties or obligations shall be read into any of those documents this Agreement or the Securities against any Paying Agent, the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 20.6 The Principal Paying Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult the advisers shall be full and complete protection in respect of action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 20.7 Each Paying Agent of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction notices, instruction, information, report, request or order from an authorised officer of the Issuer given in accordance with this Agreement Issuer, the Trustee or any document which it reasonably believes acting in good faith to be genuine and to have been delivered by the proper party or on parties or upon written instructions from an authorised officer the Issuer or the Trustee. The Issuer shall provide additional information to the Agents upon request.
20.8 Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefAgents, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Securities or Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Trustee, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.Securities or
Appears in 2 contracts
CONDITIONS OF APPOINTMENT. 19.1 Each 22.1 Save as provided in Clause 7, each Paying Agent shall be entitled to deal with money paid to it by the Issuer Trustee for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer Trustee for any interest on profit or other amounts in respect of such money. No money held by any Agent need be segregated except as required by law. Money held by the moneyPrincipal Paying Agent under this Agreement will not be held in accordance with the client money rules of the Financial Conduct Authority.
19.2 22.2 In acting under this Agreement and in connection with the NotesCertificates, each Paying Agent shall act solely as an agent agents of the Issuer Trustee or, in the circumstances set out in Clause 2.4, the Delegate and will not assume any obligations towards or relationship of agency or trust for or with any of the owners Certificateholders.
22.3 No Agent shall exercise any right of set-off or holders lien against the Trustee or any Certificateholders in respect of any moneys payable to or by it under the terms of this Agreement.
22.4 Except as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Trustee, each of the Notes, Coupons Agents shall be entitled to treat the registered holder of any Certificate as the absolute owner for all purposes (whether or Talonsnot the relevant Certificate shall be overdue and notwithstanding any notice of ownership or other writing on the relevant Certificate or any notice of previous loss or theft of the relevant Certificate).
19.3 22.5 Each Paying Agent undertakes to of the Issuer to perform its duties, and Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), and the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents this Agreement or the Conditions against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. .
22.6 Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers (subject to Clause 20.2) at the expense of the Trustee. The opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure .
22.7 The Principal Paying Agent and each Paying Agent undertakes immediately to consult with such advisers on any matter shall not inform the Trustee and the Obligor if it fails to become or ceases to be construed as evidence a Participating FFI.
22.8 Each of the Agent not acting in good faith.
19.5 Each Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement Trustee or any other Agent, or any notice, resolution, direction, consent, certificate, affidavit, statement, facsimile or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer the Trustee. Where any instruction, request or order is unclear, equivocal or conflicts with the terms of this Agreement or any other instruction, the Issuer as provided in subclause 19.7. No Paying relevant Agent shall be under any obligation entitled to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will seek clarification from the Trustee and shall not be reimbursed under this Agreement and liable for any delay in not acting on the basis of such reasonably held beliefimplementing any request, such Paying Agent shall bear no liability therefororder or instruction.
19.6 22.9 Any Paying Agent and its of the Agents, their officers, directors and employees directors, employees, agents or delegates or controlling persons may become the owner of, and/or or acquire any interest in, any Notes, Coupons or Talons Certificates with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Trustee and the Obligor, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Certificateholders or Coupons or in connection with any other obligations of the Issuer Trustee, as freely as if the Paying such Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Agent with a certified copy 22.10 None of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled under any obligation to treat take any action under this Agreement which it expects will result in any expense or liability accruing to it, the bearer payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
22.11 Notwithstanding anything else herein contained, each Agent may refrain without liability from doing anything that would or might in its reasonable opinion be contrary to any law of any Note state or Coupon as jurisdiction (including but not limited to the absolute owner United States of America or any jurisdiction forming a part of it (whether and England and Wales) or not it is overdue and notwithstanding any notice of ownership directive or writing on it or notice regulation of any previous loss agency of any such state or theft of it)jurisdiction and may without liability do anything which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation.
19.9 22.12 None of the Agents shall have any liability for any stamp duty, tax or other governmental charge that may be imposed in relation to the execution and delivery of this Agreement.
22.13 Subject to Clause 20.3, none of the Agents shall be liable for consequential loss (being loss of business, goodwill, opportunity or profit) or indirect loss of any kind whatsoever.
22.14 The face amount of the Programme may be increased by the Issuer Trustee in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the face amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to 22.15 If:
(a) the Issuer's written consent introduction of or any change in (such consent not to be unreasonably withheld), if or in the Agent’s opinioninterpretation, acting reasonably, it deems it appropriate to delegate administration or application of) any law or regulation made after the date of its roles, duties or obligations under this Agreement to a third partyAgreement; or
(b) any change in the status of the Trustee, the Issuer hereby acknowledges Obligor of the potential composition of the shareholders of the Trustee or the Obligor after the date of this Agreement, obliges the Paying Agent or the Registrar to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Trustee or the Obligor (as the case may be) shall promptly upon the request of the Paying Agent or the Registrar supply or procure the supply of such documentation and other evidence as is reasonably requested by the Paying Agent or the Registrar in order for such delegation. The the Paying Agent shall or Registrar to carry out and be satisfied that it has complied with all necessary "know your customer" or similar checks under all applicable laws and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfregulations.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. No money held by any Paying Agent need be segregated except as required by law.
19.2 In acting under this Agreement and in connection with the NotesBonds, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the NotesBonds, Coupons or Talons.
19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Paying Agent) agrees that if any information that is required by the Paying Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Paying Agent.
19.4 The Agent may or the Paying Agent may, with the written consent of the Issuer, where legally permissible, and provided that such consent is not unreasonably withheld, consult with reputable and engage legal and other professional advisers with respect to its rights at the expense of the Issuer and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent Issuer, and shall be under entitled to request clarification of any instruction or direction received by it from the Issuer, and to refrain from performing any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefclarification is required until such clarification is received, such Paying Agent shall bear provided that no liability thereforshall arise therefrom.
19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any NotesBonds, Coupons or Talons with the same rights that it or he they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Bonds or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Agent or the Paying Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent or the Paying Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent or the Paying Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject The Paying Agents shall be entitled to take any action or to refuse to take any action which the Paying Agents regard as necessary for it to comply with any applicable law, regulation or fiscal requirement or anti-money laundering to which such Paying Agent are subject.
19.11 Notwithstanding anything in this Agreement to the Issuer's written consent (such consent contrary, the Issuer and the Paying Agents shall not be responsible or liable for any delay or failure to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations perform under this Agreement to a third partyor for any losses resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Issuer, Paying Agents and/or any BNY Mellon affiliate including without limitation: strikes, work stoppages, acts of war, terrorism, epidemic, acts of God, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or malfunction of utilities, communications or any computer (software or hardware) services, the application of any law or regulation in effect now or in the future, or any event in the country in which the relevant duties under this Agreement are performed, (including, but not limited to, nationalisation, expropriation or other governmental actions, regulation of the banking or securities industry, sanctions imposed at national or international level or market conditions) which may affect, limit, prohibit or prevent the performance in full or in part of such duties until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or in part) and in no event shall the Paying Agents be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by such law, regulation or event. Parties to this Agreement shall do or carry out all acts as may be necessary including notifying the other party as soon as possible on a best efforts basis following the occurrence of a force majeure event (where legally permissible) to give effect to this Agreement, without liability resulting therefrom. A copy of all communications relating to the subject matter of this Agreement between the Issuer hereby acknowledges and any Paying Agent (other than the potential for such delegation. The Agent Agent) shall be and remain liable for any act or omission committed by such delegate, sent to the same extent as it would have been liable hereunder had it performed such act or omission itselfAgent.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer Issuers or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers and such money shall not be subject to UK FCA Client Money Rules except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer Issuers or the Guarantor for any interest on the money. Money held by any Agent need not be segregated except as required by law.
19.2 21.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer Issuers and will the Guarantor, and shall not assume be under any obligations towards fiduciary duty or other obligation towards, or have any relationship of agency or trust for or with any of persons other than the owners or holders of Issuers and the Notes, Coupons or TalonsGuarantor.
19.3 21.3 Each Paying Agent undertakes to the Issuer Issuers and the Guarantor to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 8 in the case of the AgentPrincipal Paying Agent and the Registrar), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 8 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar.
19.4 21.4 The Principal Paying Agent and the Registrar may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of Issuer or the Issuer given in accordance with this Agreement Guarantor or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of Issuer or the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforGuarantor.
19.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with either of the Issuer Issuers or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer Issuers or the Guarantor as freely as if the Paying Agent were not appointed under this Agreement.
19.7 21.7 The Issuer Issuers and the Guarantor shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
19.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuers, the Guarantor and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 21.9 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuers of their respective obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
21.10 The amount of the Programme may be increased by the Issuer Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 21.11 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 21.11 to the Issuer's written consent extent that: (i) any such consent not form, documentation or other information (or the information required to be unreasonably withheld), if provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the Agent’s opinionreasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 21.11, acting reasonably, it deems it appropriate Applicable Law shall be deemed to delegate include (i) any rule or practice of its roles, duties or obligations under any Authority by which any party to this Agreement is bound or with which it is accustomed to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for comply; (ii) any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.agreement between any Authorities; and
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Save as provided in clause 7 and in subclause 19.3 of this clause, the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantors for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer or the Guarantors for any interest on or other amounts in respect of the money. No money held by any Paying Agent need be segregated except as required by law.
19.2 In Save as provided in clause 7, in acting under this Agreement and in connection with the Notes, each Notes and the Coupons the Paying Agent Agents shall act solely as an agent agents of the Issuer and the Guarantors and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Notes or Talonsthe Coupons.
19.3 Each No Paying Agent undertakes shall exercise any right of set-off or lien against the Issuer, the Guarantors or any holders of Notes or Coupons in respect of any moneys payable to or by it under the terms of this Agreement.
19.4 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer or the Guarantors with the approval of the Trustee, each of the Paying Agents shall be entitled to perform its duties, treat the holder of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or other writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon).
19.5 The Paying Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Notes and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Paying Agent, Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 19.6 The Principal Paying Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such the advisers shall be full and complete protection in respect of action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers. Failure to consult with such advisers adviser on any matter shall not in itself be construed as evidence of the any Paying Agent not acting in good faith.
19.5 19.7 Each of the Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or the Guarantors, the Trustee or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on parties or upon written instructions from an authorised officer the Issuer, the Guarantors or the Trustee.
19.8 Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefAgents, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Notes or Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Issuer, the Guarantors or the Trustee, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantors, as freely as if the Paying Agent were not appointed under this Agreement.
19.7 19.9 The Issuer Principal Paying Agent shall provide the Agent with a certified copy of the list of persons authorised not be under any obligation to execute documents and take any action on its behalf in connection with under this Agreement and shall notify which it expects will result in any expense or liability accruing to it, the Agent immediately in writing if any payment of those persons ceases to be authorised or if any additional person becomes authorised togetherwhich within a reasonable time is not, in the case of an additional authorised personits opinion, with evidence satisfactory assured to the Agent that the person has been authorisedit.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each 19.10 The obligations of the Paying Agents hereunder shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or several and not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it)joint.
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
Appears in 2 contracts
Samples: Paying Agency Agreement (Luxottica Group Spa), Paying Agency Agreement (Luxottica Group Spa)
CONDITIONS OF APPOINTMENT. 19.1 Each Paying The Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof;
(b) as provided in subclause 19.2 below; and
(bc) that it shall not be liable to account to the Issuer or the Guarantor for any interest on the moneythereon.
19.2 In acting under this Agreement hereunder and in connection with the Notes, each the Agent and the other Paying Agent Agents shall act solely as an agent agents of the Issuer and the Guarantor and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 Each The Agent and the other Paying Agent undertakes Agents hereby undertake to the Issuer and the Guarantor to perform its such obligations and duties, and shall be obliged to perform the such duties and only the duties, specifically stated in this Agreement such duties as are herein (including Schedule 7 8 in the case of the Agent), in the Conditions and in the Procedures Memorandum, Memorandum specifically set forth and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Agent and the other Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancesAgents. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 Each of the Agent and the other Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, Note, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on or the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforGuarantor.
19.6 Any Paying of the Agent and its the other Paying Agents and their officers, directors and employees may become the owner of, and/or or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Agent or the relevant other Paying Agent Agent, as the case may be, concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Agent or the relevant other Paying Agent Agent, as the case may be, were not appointed under this Agreementhereunder.
19.7 The Issuer and the Guarantor shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the such person has been so authorised.
19.8 Except as otherwise permitted Notwithstanding any provision of this Agreement to the contrary, the Agent shall not in any event be liable for indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even if the Agent has been advised of the likelihood of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise.
19.9 Notwithstanding anything to the contrary in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulationstransaction documents, the Issuer Agents shall not be liable to any person for any matter or thing done or omitted in any way in connection with the transaction documents save in relation to its own wilful default, negligence, fraud or wilful misconduct, including that of its officers and employees.
19.10 No Agent shall be under any obligation to take (and each of the Paying Agents Agent shall be entitled to treat refrain from taking without liability) any action under this Agency Agreement (including without limitation, any legal action or proceedings under or in connection with this Agency Agreement) or the bearer other transaction documents which in its reasonable opinion may be illegal or contrary to any law or regulation applicable to it (including, without limitation, the laws of the United States of America or any jurisdiction forming part of it or England and Wales or Luxembourg) or any direction or regulation of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice agency of any previous loss such state or theft of it).
19.9 The amount of jurisdiction. Each Agent may without liability do anything which is, in its reasonable opinion, necessary to comply with any such law, directive, policy or regulation. In such event, the Programme may be increased by Agent shall, where legally permissible and reasonably practicable, take all reasonable steps to notify the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amountthat it has so refrained.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
Appears in 2 contracts
CONDITIONS OF APPOINTMENT. 19.1 Each Save as provided in Clause 19.3 of this Clause, the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose purposes of this Agreement in the same manner as other money paid to a banker bank by its customers except:
(a) that it and not as trustee and shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(bi) that it shall not be liable to account to the Issuer for any interest on or other amounts in respect of the moneymoney or (ii) be required to hold such money subject to the FCA Client Money Rules. No money held by the Principal Paying Agent need be segregated except as required by law.
19.2 In Save as provided in Clause 7, in acting under this Agreement and in connection with the Notes, each Paying Agent Notes and the Coupons the Agents shall act solely as an agent agents of the Issuer and will not assume any obligations towards or relationship of agency or trust or any fiduciary duty for or with any of the owners Noteholders or holders of the Notes, Coupons or TalonsCouponholders.
19.3 Each The Principal Paying Agent undertakes shall not exercise any right of set-off or lien against the Issuer or any holders of Notes or Coupons in respect of any moneys payable to or by it under the terms of this Agreement.
19.4 Except as ordered by a court of competent jurisdiction or as otherwise required by law or applicable regulations, each of the Issuer and the Agents shall be entitled to treat the holder of any Note or Coupon as the absolute owner for all purposes (whether or not any payment in respect of the Note or Coupon shall be overdue and notwithstanding any notice of ownership, trust, interest or writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon) and shall not be required to obtain any proof thereof as to the Issuer identity of the bearer.
19.5 Each Agent agrees to perform its duties, duties and shall be obliged to perform the such duties and only the duties, specifically stated such duties as are expressly set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Notes and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any Paying Agentthe Agents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. .
19.6 Each of the Paying Agents (other than shall in the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to itabsence of wilful default, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely negligence or bad faith on the opinion part of such Agent or its officers, employees or any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 Each Paying Agent shall them be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction certificate, instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement Issuer, the Trustee or any document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer of the Issuer as provided in subclause 19.7or the Trustee. No Paying In the event that any Agent shall be under uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands which, in its opinion, are unclear, equivocal or conflicting, it shall be entitled to refrain from taking any obligation action until the relevant parties giving such instructions, claims or demands have provided clear, unequivocal instructions or resolved the conflict to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis satisfaction of such reasonably held beliefAgent or, such Paying Agent shall bear no liability thereforfailing which, it is directed in writing by a final order or judgment of a court of competent jurisdiction.
19.6 19.7 Any Paying Agent and its of the Agents, their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Notes or Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Trustee, with the same rights that it or he would have if the Agent concerned were not appointed under this Agreement, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Trustee, as freely as if the Paying such Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if need not account for any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorisedprofit.
19.8 Except No Agent shall be under any obligation to monitor or supervise, enquire about or satisfy itself as otherwise permitted in to the Conditions functions or as ordered by a court acts of competent jurisdiction or as required by law or applicable regulations, any of the Issuer or Trustee or whether an Event of Default or Potential Event of Default or other relevant event has occurred and each of the Paying Agents shall be entitled to treat assume, in the bearer absence of any Note or Coupon as express notice in writing to the absolute owner of it (whether or not contrary, that each other party is properly performing and complying with its obligations under the documents to which it is overdue party and notwithstanding any notice that no Event of ownership Default, Potential Event of Default or writing on it or notice of any previous loss or theft of it)other relevant event has occurred.
19.9 The amount Each Agent may, at the cost of the Programme Issuer provided that such costs are properly incurred and, to the extent reasonably practicable and legally permissible, have been previously approved by the Issuer, consult on any legal or other matter any auditor, lawyer, banker, financial adviser, financial institution, valuer, surveyor, broker, auctioneer, accountant or other expert selected by it (who may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount an employee of the Programme shall be deemed to be references to the increased amount.
19.10 Subject or adviser to the Issuer's written consent (such consent not ) and it
19.10 No Agent shall be under any duty to expend or risk its own funds or be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate under any obligation to delegate take any of its roles, duties or obligations action under this Agreement that it expects will result in any expense to a third partyor liability of such Agent, the Issuer hereby acknowledges the potential for repayment of such delegation. The funds or adequate indemnity against such liability of such Agent which is not, in its reasonable opinion, assured to it.
19.11 No Agent shall be and remain responsible for or liable for any act in respect of the legality, validity or enforceability of the Notes or omission committed by such delegateof any other person (including, to the same extent as it would have been liable hereunder had it performed such act or omission itselfwithout limitation, any other Agent).
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each 20.1 Save as provided in Clause 7 and in sub-clause 20.3 of this clause, the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it and such moneys shall not exercise any right of set-off, lien or similar claim be held in respect accordance with the client money rules of the money; and
(b) that it Financial Conduct Authority and shall not be liable to account to the Issuer for any interest on or other amounts in respect of the money. No money held by any Paying Agent need be segregated except as required by law.
19.2 In 20.2 Save as provided in Clause 7, in acting under this Agreement and in connection with the NotesSecurities and the Coupons, each Paying Agent the Agents shall act solely as an agent agents of the Issuer and will not assume any obligations towards or relationship of agency or trust or fiduciary duty for or with any of the owners or holders of the Notes, Coupons Securities or Talonsthe Coupons.
19.3 Each 20.3 No Paying Agent undertakes to shall exercise any right of set-off or lien against the Issuer or any holders of Securities or Coupons in respect of any moneys payable to perform its dutiesor by it under the terms of this Agreement.
20.4 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer with the approval of the Trustee, each of the Agents shall be entitled to treat the holder of any Security or Coupon as the absolute owner for all purposes (whether or not the Security or Coupon shall be overdue and notwithstanding any notice of ownership or other writing on the Security or Coupon or any notice of previous loss or theft of the Security or Coupon).
20.5 The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Securities and no implied duties or obligations shall be read into any of those documents this Agreement or the Securities against any Paying Agent, the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 20.6 The Principal Paying Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult the advisers shall be full and complete protection in respect of action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 20.7 Each Paying Agent of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction notices, instruction, information, report, request or order from an authorised officer of the Issuer given in accordance with this Agreement Issuer, the Trustee or any document which it reasonably believes acting in good faith to be genuine and to have been delivered by the proper party or on parties or upon written instructions from an authorised officer the Issuer or the Trustee. The Issuer shall provide additional information to the Agents upon request.
20.8 Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefAgents, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Securities or Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Trustee, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Securities or Coupons or in connection with any other obligations of the Issuer Issuer, as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
Appears in 2 contracts
CONDITIONS OF APPOINTMENT. 19.1 Each Save as provided in clause 19.3, the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose purposes of this Agreement in the same manner as other money paid to a banker bank by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer or the Guarantor for any interest on or other amounts in respect of the money. No money held by any Paying Agent need be segregated except as required by law.
19.2 In acting under this Agreement and in connection with the Notes, each Notes and the Coupons the Paying Agent Agents shall act solely as an agent agents of the Issuer and the Guarantor and where notice is given under Clause 7, the trustee will not assume any obligations towards or relationship of agency or trust for or with any of the owners Noteholders or holders of the Notes, Coupons or TalonsCouponholders.
19.3 Each No Paying Agent undertakes shall exercise any right of set-off or lien against the Issuer, the Guarantor or any holders of Notes or Coupons in respect of any moneys payable to or by it under the terms of this Agreement.
19.4 Except as otherwise required by law, each of the Paying Agents shall be entitled to treat the holder of any Note or Coupon as the absolute owner for all purposes (whether or not any payment in respect of the Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon) and shall not be required to obtain any proof thereof as to the Issuer to perform its duties, and identity of the bearer.
19.5 The Paying Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Notes and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Paying Agent, Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. .
19.6 Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal any expert or legal, financial and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 Each Paying Agent shall be protected full and shall incur no liability complete protection in respect of any action taken, omitted or suffered under this Agreement in reliance on any instruction from an authorised officer of the Issuer given good faith and in accordance with this Agreement the opinion of such advisers.
19.7 Each of the Paying Agents shall be protected from, and shall incur no liability for or in respect of, any action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or the Guarantor, the Trustee or any document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer the Issuer the Guarantor or the Trustee.
19.8 Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefAgents, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Notes or Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Issuer, the Guarantor or the Trustee, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor or the Trustee, as freely as if the such Paying Agent were not appointed under this Agreement.
19.7 19.9 None of the Paying Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
19.10 Nothing in this Agreement shall require any of the Paying Agents to assume an obligation of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the Financial Conduct Authority (the FCA) or the Prudential Regulation Authority (the PRA)).
19.11 Notwithstanding any other provision of this Agreement, a Paying Agent shall be entitled to take any action or to refuse to take any action which such Paying Agent, acting reasonably, deems necessary for such Paying Agent to comply with any law applicable to it, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system provided that such Paying Agent shall notify the Issuer in advance of taking or not taking any such action.
19.12 The Issuer Principal Paying Agent is authorised by the PRA and regulated by the FCA and PRA. Nothing in this Agreement shall provide require the Agent with a certified copy to carry on an activity of the list kind specified by any provision of persons authorised Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets Xxx 0000 (Regulated Activities) Order 2001, or to execute documents lend money to the Issuer.
19.13 The fees, commissions and take action on expenses payable to each Paying Agent for services rendered and the performance of its behalf obligations under this Agreement shall not be abated by any remuneration or other amounts or profits receivable by such Paying Agent (or to its knowledge by any of its associates) in connection with this Agreement and shall notify any other transaction effected by such Paying Agent with or for the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorisedIssuer.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each 19.14 None of the Paying Agents shall be entitled responsible to treat anyone with respect to the bearer legality of this Agreement or the validity or legality of the Notes or Coupons.
19.15 In the case of any Note default by the Issuer, none of the Paying Agents shall have any duty or Coupon as responsibility in the absolute owner performance of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it)the Issuer’s obligations under the Conditions.
19.9 The amount 19.16 None of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme Paying Agents shall be deemed under any obligation to be references risk or expend its own funds or to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate take any of its roles, duties or obligations action under this Agreement which it expects will result in any expense or liability accruing to a third partyit, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegatepayment of which within a reasonable time is not, in its opinion, assured to the same extent as it would have been liable hereunder had it performed such act or omission itselfit.
Appears in 2 contracts
CONDITIONS OF APPOINTMENT. 19.1 Each Paying The Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof;
(b) as provided in subclause 19.2 below; and
(bc) that it shall not be liable to account to the Issuer or the Guarantor for any interest on the moneythereon.
19.2 In acting under this Agreement hereunder and in connection with the Notes, each the Agent and the other Paying Agent Agents shall act solely as an agent agents of the Issuer and the Guarantor and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 Each The Agent and the other Paying Agent undertakes Agents hereby undertake to the Issuer and the Guarantor to perform its such obligations and duties, and shall be obliged to perform the such duties and only the duties, specifically stated in this Agreement such duties as are herein (including Schedule 7 8 in the case of the Agent), in the Conditions and in the Procedures Memorandum, Memorandum specifically set forth and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Agent and the other Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancesAgents. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 Each of the Agent and the other Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, Note, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on or the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforGuarantor.
19.6 Any Paying of the Agent and its the other Paying Agents and their officers, directors and employees may become the owner of, and/or or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Agent or the relevant other Paying Agent Agent, as the case may be, concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Agent or the relevant other Paying Agent Agent, as the case may be, were not appointed under this Agreementhereunder.
19.7 The Issuer and the Guarantor shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the such person has been so authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court Notwithstanding any provision of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount contrary, the Agent shall not in any event be liable for indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even if the Agent has been advised of the Programme shall be deemed to be references likelihood of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise.
19.9 Notwithstanding anything to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if contrary in the Agent’s opiniontransaction documents, acting reasonablythe Agents shall not be liable to any person for any matter or thing done or omitted in any way in connection with the transaction documents save in relation to its own wilful default, it deems it appropriate to delegate any negligence, fraud or wilful misconduct, including that of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be officers and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfemployees.
Appears in 2 contracts
Samples: Agency Agreement (Equinor Asa), Agency Agreement (Statoil Asa)
CONDITIONS OF APPOINTMENT. 19.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money.
19.2 21.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer (and, in the circumstances referred to in subclause 2.7 above, the Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons.
19.3 21.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 4 in the case of the AgentPrincipal Paying Agent and the Registrar), the relevant Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 4 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar.
19.4 21.4 The Principal Paying Agent and the Registrar may (at the expense of the Issuer) consult with reputable legal and other professional advisers with respect to its rights the extent reasonably necessary and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document document, certificate or communication which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it or he they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 21.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons Authorised Persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised personAuthorised Person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
19.8 21.8 Except as otherwise permitted in the Trust Deed and the relevant Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note Bearer Note, Receipt or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount 21.9 None of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme Agents shall be deemed under any obligation to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate take any of its roles, duties or obligations action under this Agreement (i) which may be illegal or contrary to a third partyapplicable law or regulation or (ii) which it expects will result in any expense, loss, charge or liability accruing to it, the Issuer hereby acknowledges payment of which or adequate indemnity against which within a reasonable time is not, in its opinion, assured to it.
21.10 None of the potential for such delegation. The Agent Agents shall be and remain liable for have any act obligation or omission committed by such delegate, duty (i) to monitor or inquire as to the same extent as it would have been liable hereunder had it performed such act performance of the Issuer of its obligations under the Notes, this Agreement or omission itself.any other relevant documents or
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by the Agent need not be segregated except as required by law.
19.2 18.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, Agent other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 18.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 18.6 Any Paying Agent and its officers, directors directors, affiliates and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 18.10 No Paying Agent shall be liable for consequential loss (being loss of business, goodwill, opportunity or profit) of any kind whatsoever.
18.11 None of the parties to the Issuer's written consent (such consent not this Agreement is permitted to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate assign or transfer any of its rolesrights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, duties or provided however that, subject to the relevant Agent notifying the Issuer at least 20 days prior to any such transfer, each of the Agents may transfer its rights and obligations under this Agreement to a third partyany other member of the DB Group without such consent. For the purposes of this Clause 18.11, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be “DB Group” means Deutsche Bank AG and remain liable for any act or omission committed by such delegateof its associated companies, branches and subsidiary undertakings from time to the same extent as it would have been liable hereunder had it performed such act or omission itselftime.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 (1) Each Paying Agent shall be entitled to deal with money paid to it by the Issuer CNH Industrial or CIFE for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer CNH Industrial or CIFE for any interest on the money. No Agent shall be required to segregate any such money unless required by applicable law and no such money shall be held subject to the Financial Conduct Authority’s Client Money Rules.
19.2 (2) In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely for the purposes of this Agreement as an agent of the Issuer CNH Industrial and CIFE and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 (3) Each Paying Agent undertakes to the Issuer CNH Industrial and CIFE to perform its duties, and shall be obliged to perform the duties and only the dutiesduties (including, in the case of any Notes issued as NGN, Schedule 9 in the case of the Principal Paying Agent), specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and in the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent and the CMU Lodging and Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 9 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
19.4 (4) The Principal Paying Agent and the CMU Lodging and Paying Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 (5) Each Paying Agent shall shall, in the absence of wilful default, negligence or bad faith on the part of suc h Agent or its officers, employees or any of them be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement CNH Industrial or CIFE or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforCNH Industrial or CIFE.
19.6 (6) Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer CNH Industrial or CIFE and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer CNH Industrial or CIFE as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer (7) CNH Industrial and CIFE shall provide the Principal Paying Agent and the CMU Lodging and Paying Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the CMU Lodging and Paying Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the CMU Lodging and Paying Agent that the person has been authorised.
19.8 (8) Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 (9) The amount of the Programme may be increased by the Issuer Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject (10) Notwithstanding any other term or provision of this Agreement to the Issuer's written consent (contrary, none of CNH Industrial or CIFE nor the Agents shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever, including but not limited to loss of profits, business, goodwill or opportunity, whether or not foreseeable, even if CNH Industrial or CIFE or the Agent has been advised of the likelihood of such consent loss or damage, except that the limitation in respect of punitive damages shall not apply to be unreasonably withheld), if in the extent a final non-appealable judgment of a court of competent jurisdiction has decided that such punitive damages are as a sole result of CNH Industrial or CIFE' s or the Agent’s opinion's fraud or wilful misconduct. The provisions of this clause shall survive the termination or expiry of this Agreement or the resignation or removal of any Agents.
(11) The Agents will treat information relating to CNH Industrial and CIFE as confidential. Unless consent is prohibited by law, acting reasonablyeach of CNH Industrial and CIFE consents to the transfer and disclosure by the Agents only of any necessary information relating to CNH Industrial or CIFE to and between branches, it deems it appropriate to delegate subsidiaries, representative offices, affiliates and agents of the Agents and third parties selected by any of its rolesthem, duties or obligations wherever situated, for confidential use, provided such transfer and disclosure is required in connection with each Agent’s appointment as an Agent and the provision of any service under this Agreement and such Agents take necessary measur es to a ensure that each of such branches, subsidiaries, representative offices, affiliates, agents and third party, parties complies with the Issuer hereby acknowledges the potential for such delegationconfidentiality obligations set forth herein. The Agent Agents and any of their respective branches, subsidiaries, representative offices, affiliates, agents or third parties may transfer and disclose any such information as required by any law, court, regulator or legal proces s with, to the extent permitted by applicable law and regulation and to the extent reasonably practicable, prior written notice to the relevant Issuer and (in the case of Guaranteed Notes) the Guarantor.
(12) The Issuers undertake that:
(a) they will provide to the Agents all documentation and other information (in each case, relating solely to the Issuers or the Guarantor) reasonably required by the Agents from time to time to comply with XXXXX as soon as reasonably practicable following request by the Agents; and
(b) they will notify the Agents in writing as soon as reasonably practicable upon becoming aware of any change that affects an Issuer’s tax status for purposes of FATCA w here such change would have a material effect on the Agents’ performance of their duties under this Agreement.
(13) Any payment by the Agents under this Agreement shall be and remain made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If an Agent is required to make a deduction or withholding referred to above: (i) it shall not be liable for any act additional amounts to be paid in respect of that deduction or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.withholding;
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Save as provided in Clause 7, the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers exceptexcept that:
(a) that it shall not exercise any right of set-set off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money.; and
(c) no moneys held by the Principal Paying Agent need to be segregated except as may be required by law..
19.2 In Save as provided in Clause 7, in acting under this Agreement and in connection with the Notes, each Notes and the Coupons the Paying Agent Agents shall act solely as an agent agents of the Issuer (or, for the purposes of Clause 7 only, the Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Notes or Talonsthe Coupons.
19.3 Except as otherwise provided in the Conditions or as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer with the approval of the Trustee, each of the Paying Agents shall be entitled to treat the holder of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or other writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon).
19.4 Each of the Paying Agent Agents undertakes to the Issuer and the Trustee to perform its dutiesduties under this Agreement and in respect of the Notes, and shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Notes and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Paying Agent, Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the circumstances.
19.5 The Principal Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence or advice of the Agent not acting in good faith.
19.5 Each Paying Agent advisers shall be protected full and shall incur no liability complete protection in respect of any action taken, omitted or suffered under this Agreement in reliance on any instruction from an authorised officer of the Issuer given good faith and in accordance with this Agreement the opinion or advice of the advisers.
19.6 Each of the Paying Agents shall be protected and shall incur no liability for or in respect of action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or the Trustee or any document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party Issuer or on written instructions from an authorised officer the Trustee.
19.7 Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefAgents, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Notes or Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Trustee, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer Issuer, as freely as if the Paying Agent were not appointed under this Agreement.
19.7 19.8 Save where there is an obligation to act under this Agreement or the Notes, neither the Principal Paying Agent nor any other Paying Agent shall be under any obligation to take any action (i) which may be illegal or contrary to applicable laws or regulations; or (ii) which it expects will result in any expense, loss, charge or liability accruing to it, the payment of which or adequate indemnity and/or security and/or pre-funding against which within a reasonable time is not, in its opinion, assured to it.
19.9 The Issuer shall forthwith give notice to the Principal Paying Agent of any change of the Trustee.
19.10 The Issuer shall provide the Agent with a certified copy of Paying Agents and the list of persons authorised Trustee, upon their reasonable request from time to execute documents time, such identifying information and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to documentation as may be authorised or if any additional person becomes authorised togetheravailable, in the case of an additional authorised person, with evidence satisfactory order to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of enable the Paying Agents shall be entitled and the Trustee to treat comply with any laws, rules and regulations applicable to them, as banking institutions, including those relating to the bearer funding of terrorist activities and money laundering, that the Paying Agents and the Trustee are required to obtain, verify and record, relating to any Note shareholder, officer, director, employee or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount agent of the Programme may be increased by the Issuer in accordance which maintains a business relationship with the procedure set out in Paying Agents and the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amountTrustee.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying (1) The Agent shall be entitled to deal with money paid to it by the Issuer Offerors for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof; and
(b) as provided in sub-clause (2) below; and
(c) that it shall not be liable to account to the Issuer Offerors for any interest on the moneythereon.
19.2 (2) In acting under this Agreement hereunder and in connection with the NotesSecurities, each the Agent and the Paying Agent Agents shall act solely as an agent agents of the Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the NotesHolders, Coupons Receiptholders, Couponholders or TalonsTalonholders.
19.3 Each (3) The Agent and the Paying Agent undertakes Agents hereby undertake to the Issuer Offerors to perform its such obligations and duties, and shall be obliged to perform the such duties and only the dutiessuch duties as are herein, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and in the Procedures Memorandum, Memorandum specifically set forth and no implied duties or obligations shall be read into any of those documents this Agreement or the Securities against any the Agent and the Paying AgentAgents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 (4) The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence .
(5) Each of the Agent not acting in good faith.
19.5 Each and the Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement Offeror or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer the relevant Offeror.
(6) Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its the Paying Agents and their officers, directors and employees may become the owner of, and/or or acquire any interest inin any Securities, any NotesReceipts, Coupons or Talons with the same rights that it or he would have had if the Agent or the relevant Paying Agent concerned Agent, as the case may be, were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction transactions with the Issuer Offerors and may act on, or as depositary, safekeeper, trustee or agent for, any committee or body of holders of Notes Holders or Coupons Couponholders or in connection with any other obligations of the Issuer Offerors as freely as if the Agent or the relevant Paying Agent Agent, as the case may be, were not appointed under this Agreementhereunder.
19.7 The Issuer (7) Each Offeror shall provide the Agent with a certified copy of the list of persons authorised authorized to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those such persons ceases to be authorised so authorized or if any additional person becomes authorised so authorized together, in the case of an additional authorised authorized person, with evidence satisfactory to the Agent that the such person has been authorised.
19.8 Except as otherwise permitted in so authorized, provided, however, that the Conditions Agent shall not incur any liability for any losses, claims or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, damages resulting from the Issuer and each of the Paying Agents shall be entitled relevant Offeror’s failure to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement provide such notification to the amount of the Programme shall be deemed to be references to the increased amountAgent.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 19.1 Each Paying (1) The Agent shall be entitled to deal with money paid to it by the Issuer Offerors for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof; and
(b) as provided in sub-clause (2) below; and
(c) that it shall not be liable to account to the Issuer Offerors for any interest on the moneythereon.
19.2 (2) In acting under this Agreement hereunder and in connection with the NotesSecurities, each the Agent and the Paying Agent Agents shall act solely as an agent agents of the Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the NotesHolders, Coupons Receiptholders, Couponholders or TalonsTalonholders.
19.3 Each (3) The Agent and the Paying Agent undertakes Agents hereby undertake to the Issuer Offerors to perform its such obligations and duties, and shall be obliged to perform the such duties and only the dutiessuch duties as are herein, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and in the Procedures Memorandum, Memorandum specifically set forth and no implied duties or obligations shall be read into any of those documents this Agreement or the Securities against any the Agent and the Paying AgentAgents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 (4) The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence .
(5) Each of the Agent not acting in good faith.
19.5 Each and the Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement Offeror or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer the relevant Offeror.
(6) Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its the Paying Agents and their officers, directors and employees may become the owner of, and/or or acquire any interest inin any Securities, any NotesReceipts, Coupons or Talons with the same rights that it or he would have had if the Agent or the relevant Paying Agent concerned Agent, as the case may be, were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction transactions with the Issuer Offerors and may act on, or as depositary, safekeeper, trustee or agent for, any committee or body of holders of Notes Holders or Coupons Couponholders or in connection with any other obligations of the Issuer Offerors as freely as if the Agent or the relevant Paying Agent Agent, as the case may be, were not appointed under this Agreementhereunder.
19.7 The Issuer (7) Each Offeror shall provide the Agent with a certified copy of the list of persons authorised authorized to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those such persons ceases to be authorised so authorized or if any additional person becomes authorised so authorized together, in the case of an additional authorised authorized person, with evidence satisfactory to the Agent that the such person has been authorised.
19.8 Except as otherwise permitted in so authorized, provided, however, that the Conditions Agent shall not incur any liability for any losses, claims or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, damages resulting from the Issuer and each of the Paying Agents shall be entitled relevant Offeror’s failure to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement provide such notification to the amount of the Programme shall be deemed to be references to the increased amountAgent.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a1) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money.
19.2 In acting under this Agreement and in connection with the Relevant Notes, each Paying the [Alternative Currency] Calculation Agent shall act solely as an agent of the Issuer [and the Guarantor] and will not assume any obligations towards or relationship of agency or trust for or with any of the owners ow ners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the Coupons).
(2) In relation to each issue of Relevant Notes, Coupons or Talons.
19.3 Each Paying the [Alternative Currency] Calculation Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, duties specifically stated in this Agreement (including Schedule 7 and in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents this Agreement or the Conditions against any Paying the [Alternative Currency] Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent expert in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 (3) The [Alternative Currency] Calculation Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 Each Paying (4) The [Alternative Currency] Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement [or the Guarantor] or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on [or the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforGuarantor].
19.6 Any Paying (5) The [Alternative Currency] Calculation Agent and any of its officers, directors and employees may become the owner of, and/or or acquire any interest in, any Notes, Notes or Coupons or Talons (if any) with the same rights that it or he they would have had if the Paying [Alternative Currency] Calculation Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer [or the Guarantor] and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer [or the Guarantor] as freely as if the Paying [Alternative Currency] Calculation Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the either Issuer or any Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the either Issuer or any Guarantor for any interest on the money.
19.2 18.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer Issuers and the Guarantors (and, in the circumstances referred to in subclause 2.4, the Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 18.3 Each Paying Agent undertakes to the Issuer Issuers and the Guarantors (and, in the circumstances referred to in subclause 2.4, the Trustee) to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 2 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 2 becomes known to it, it will promptly provide such information to the Agent.
19.4 18.4 The Agent may consult with reputable legal and other professional advisers at the cost of the Issuers (failing which the Guarantors). The opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with respect to its rights and duties hereunder and may rely on the opinion of any such the advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of either Issuer, any Guarantor or the Issuer given in accordance with this Agreement Trustee or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of either Issuer, any Guarantor or the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforTrustee.
19.6 18.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with either Issuer, any Guarantor or the Issuer Trustee and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the either Issuer or any Guarantor as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The 18.7 Each Issuer and each Guarantor shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately as soon as reasonably practicable in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 18.8 Except as otherwise permitted in the Trust Deed and Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Relevant Issuer, the Guarantors, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 18.9 Each of the Paying Agents shall be entitled to take any action or to refuse to take any action which such Paying Agent reasonably regards as necessary for the Paying Agent to comply with any applicable law, regulation or fiscal requirement, internal anti-money laundering or ‘know your customer’ policies, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.
18.10 Each of the Paying Agents shall not be under any obligation to take any action under this Agreement which it reasonably expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it.
18.11 The amount of the Programme may be increased by the Issuer Issuers and the Guarantors in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 18.12 No Paying Agent shall have any duty or responsibility in monitoring the performance by any Issuer or Guarantor of its obligations under the Conditions or this Agreement. No Paying Agent shall have any duty or responsibility in case of any default by any Issuer or Guarantor in the performance of its obligations under the Conditions or this Agreement (including, without limiting the generality of the foregoing, any duty or responsibility to accelerate all or any of such Notes or to initiate or to attempt to initiate any proceedings at law or otherwise or to make any demand for the payment thereof upon any Issuer or Guarantor).
18.13 The Issuers (failing which the Guarantors) shall immediately give notice to the Issuer's written consent Agent of any change of the Trustee.
18.14 Notwithstanding anything else herein contained, the Agent may refrain without liability from doing anything that would or might in its good faith opinion be contrary to any law of any state or jurisdiction (including but not limited to the United States of America, the European Union or, in each case, any jurisdiction forming a part of it, and England & Wales) or any directive or regulation of any agency of any such consent not to be unreasonably withheld)state or jurisdiction and may without liability do anything which is, if in the Agent’s its good faith opinion, acting reasonablynecessary to comply with any such law, it deems it appropriate to delegate directive or regulation.
18.15 None of the Paying Agents shall incur any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential liability for such delegation. The Agent shall be and remain liable for not performing any act or omission committed fulfilling any duty, obligation or responsibility hereunder by such delegate, reason of any occurrence beyond its control (including but not limited to the same extent as it would have been liable hereunder had it performed such any act or omission itselfprovision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or other wire or communication facility).
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money; and
(c) no money held by any Agent need be segregated except as required by law. and as a result, such money will not be held in accordance with the FCA Client Money Rules.
19.2 18.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations or fiduciary duty towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancesdiligently. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 18.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 18.5 Each Paying Agent shall assume that the terms of each Note as issued is correct and shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7Issuer. No Paying Agent shall be under obliged to take any obligation action, or omit to act if such Paying Agent reasonably believes that take action, unless it is prefunded by the Issuer in doing so it will incur expenses for which it will not be reimbursed under this Agreement and respect of any liability or cost or is covered by the indemnity in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforClause 16.1.
19.6 18.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to 18.10 None of the Issuer's written consent (such consent Paying Agents shall incur any liability for not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for performing any act or omission committed fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Paying Agents (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).
18.11 Notwithstanding anything else herein contained, each Agent may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the European Union, United States of America, in each case, or any jurisdiction forming a part of it, and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction or which would or might otherwise render it liable to any person or cause it to act in a manner which might prejudice its interests and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.
18.12 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such delegateparty is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.12 to the same extent as it that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would have been liable hereunder had it performed or might in the reasonable opinion of such act party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or omission itself.(c) duty of
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. No monies held by the Agents need to be segregated, except as required by law.
19.2 21.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer (or, in the circumstances referred to in subclause 2.7 above, the Trustee) and will shall not assume be under any obligations fiduciary duty or other obligation towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 21.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 4 in the case of the AgentPrincipal Paying Agent and the Registrar), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 4 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar.
19.4 21.4 The Principal Paying Agent and the Registrar may consult with reputable legal and other professional advisers with respect to its rights at the cost of the Issuer and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7Issuer. No Paying In the event the Agent receives conflicting, unclear or equivocal instructions, such Agent shall be under entitled to not take any obligation action until such instructions have been resolved or clarified to act if such Paying its satisfaction and the Agent reasonably believes that in doing so it will incur expenses for which it will shall not be reimbursed under this Agreement and or become liable in not acting on the basis of any way to any person for any failure to comply with any such reasonably held beliefconflicting, such Paying Agent shall bear no liability thereforunclear or equivocal instructions.
19.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.Agreement.
19.7 21.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
19.8 21.8 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount 21.9 None of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme Agents shall be deemed under any obligation to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate take any of its roles, duties or obligations action under this Agreement (i) which may be illegal or contrary to a third partyapplicable law or regulation or (ii) which it expects will result in any expense, loss, charge or liability accruing to it, the Issuer hereby acknowledges the potential for such delegation. The payment of which or adequate indemnity against which within a reasonable time is not, in its opinion, assured to it.
21.10 Each Agent shall be is entitled to take any action or to refuse to take any action, and remain liable has no liability for any act liability or omission committed by loss resulting from taking or refusing to take action, which such delegateAgent regards as necessary for it to comply with any applicable law, regulation or requirement (whether or not having the force of law) of any central bank or governmental or other regulatory authority affecting it, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.
21.11 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the same extent as it would have been liable hereunder had it performed such act performance of the Issuer of its obligations under the Notes, this Agreement or omission itself.any other relevant documents or
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the relevant Issuer or the Guarantor (if applicable) for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the relevant Issuer or the Guarantor (if applicable) for any interest on the money; and
(c) no money held by any Agent shall be held subject to the UK FCA Client Money Rules, and no money held by any Agent shall need be segregated except as required by law.
19.2 21.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer Issuers and the Guarantor (if applicable) (and, in the circumstances referred to in subclause 2.6 above, the Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talonsother person.
19.3 21.3 Each Paying Agent undertakes to each of the Issuer Issuers and the Guarantor (if applicable) to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 4 in the case of the AgentPrincipal Paying Agent and the Registrar), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 4 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar.
19.4 21.4 The Principal Paying Agent and the Registrar may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers. Failure to consult with such advisers on any legal matter shall not be construed as evidence of the Principal Paying Agent and/or the Registrar not acting in good faith.faith.
19.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction instruction, request or order from an authorised officer of the relevant Issuer given in accordance with this Agreement or the Guarantor (if applicable) or any document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or parties or on written instructions from an authorised officer of the relevant Issuer as provided or the Guarantor (if applicable). Each Agent may refrain from acting in subclause 19.7. No Paying Agent shall be under accordance with any obligation to act instruction if such Paying Agent reasonably believes determines that in doing so such instruction is unclear, contradictory or equivocal. If an Agent determines that an instruction is unclear, contradictory or equivocal, it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on advise the basis instructing party as soon as reasonably practicable of such reasonably held belief, such Paying Agent shall bear no liability thereforthat determination.
19.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Issuers, the Guarantor or the Trustee and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer Issuers or the Guarantor or the Trustee as freely as if the Paying Agent were not appointed under this Agreement.Agreement.
19.7 The Issuer 21.7 Each of the Issuers and the Guarantor shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
19.8 21.8 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuers, the Guarantor (if applicable), the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 21.9 Notwithstanding anything else herein contained, the Agents may refrain without liability from doing anything that would or might in their reasonable opinion be contrary to any law of any state or jurisdiction (including but not limited to the United States of America, the European Union or, in each case, any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in their reasonable opinion, necessary to comply with any such law, directive or regulation.
21.10 None of the Agents shall be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it.
21.11 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the relevant Issuer or the Guarantor (if applicable) of their respective obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
21.12 The amount of the Programme may be increased by the Issuer Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.amount.
19.10 Subject 21.13 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 21.13 to the Issuer's written consent extent that: (i) any such consent not form, documentation or other information (or the information required to be unreasonably withheld), if provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the Agent’s opinionreasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 21.13, acting reasonably, it deems it appropriate Applicable Law shall be deemed to delegate include (i) any rule or practice of its roles, duties or obligations under any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a third party, similar nature. In this subclause 21.13 Applicable Law and Authority shall have the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfmeanings set out in subclause 6.13 above.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by the Agent need not be segregated except as required by law.
19.2 18.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, Agent other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 18.4 Each Paying Agent is entitled to take any action or to refuse to take any action, and has no liability for any liability or loss resulting from taking or refusing to take action, which such Paying Agent regards as necessary for it to comply with any applicable law, regulation or requirement (whether or not having the force of law) of any central bank or governmental or other regulatory authority affecting it, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.
18.5 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 18.6 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 18.7 Any Paying Agent and its officers, directors directors, affiliates and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 18.8 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 18.9 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 18.10 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 18.11 No Paying Agent shall be liable for any loss caused by events beyond their reasonable control including any malfunction, interruption or error in the transmission of information caused by any machine or systems, interruption of communication facilities, abnormal operating conditions or events of force majeure. Under no circumstance will any Paying Agent be liable to the Issuer's written consent (Issuer or any other party to this Agreement for any loss of business, goodwill, opportunity or profit or consequential loss, even if advised of the possibility of such consent not loss or damage.
18.12 None of the parties to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate this Agreement is permitted to delegate assign or transfer any of its rolesrights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, duties or provided however that, subject to the relevant Agent notifying the Issuer at least 20 days prior to any such transfer, each of the Agents may transfer its rights and obligations under this Agreement to a third partyany other member of the DB Group without such consent. For the purposes of this Clause 18.12, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time.
18.13 The parties acknowledge that, in connection with this Agreement, the Issuer hereby acknowledges may disclose to the potential for Paying Agents, and the Paying Agents may further process, information relating to individuals (Personal Data) such delegationas individuals associated with the Issuer. The Agent shall be parties confirm that in so doing they will each comply with any applicable Data Protection Laws and, that each is acting as an independent and remain liable for separate Controller and that no party will place any act other party in breach of applicable Data Protection Laws. In this Agreement, Data Protections Laws means any data protection or omission committed by privacy laws and regulations, as amended or replaced from time to time, such delegateas (i) the Data Protection Act 2018 and (ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR) or the UK GDPR and any applicable implementing laws, to the same extent as it would have been liable hereunder had it performed such act or omission itself.regulations and secondary legislation, and
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying (1) The Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof; and
(b) as provided in sub-clause (2) below; and
(c) that it shall not be liable to account to the Issuer for any interest on the moneythereon.
19.2 (2) In acting under this Agreement hereunder and in connection with the Notes, each the Agent and the Paying Agent Agents shall act solely as an agent agents of the Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons.
19.3 Each (3) The Agent and the Paying Agent undertakes Agents hereby undertake to the Issuer to perform its such obligations and duties, and shall be obliged to perform the such duties and only the dutiessuch duties as are herein, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Terms and Conditions and in the Procedures Memorandum, Memorandum specifically set forth and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Agent and the Paying AgentAgents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 (4) The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence .
(5) Each of the Agent not acting in good faith.
19.5 Each and the Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer the Issuer.
(6) Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its the Paying Agents and their officers, directors and employees may become the owner of, and/or or acquire any interest in, in any Notes, Receipts, Coupons or Talons with the same rights that it or he would have had if the Agent or the relevant Paying Agent concerned Agent, as the case may be, were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction transactions with the Issuer and may act on, or as depositary, safekeeper, trustee or agent for, any committee or body of holders of Notes Noteholders or Coupons Couponholders or in connection with any other obligations of the Issuer as freely as if the Agent or the relevant Paying Agent Agent, as the case may be, were not appointed under this Agreementhereunder.
19.7 (7) The Issuer shall provide the Agent with a certified copy of the list of persons authorised authorized to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those such persons ceases to be authorised so authorized or if any additional person becomes authorised so authorized together, in the case of an additional authorised authorized person, with evidence satisfactory to the Agent that the such person has been authorised.
19.8 Except as otherwise permitted in so authorized, provided, however, that the Conditions Agent shall not incur any liability for any losses, claims or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, damages resulting from the Issuer and each of the Paying Agents shall be entitled Issuer’s failure to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement provide such notification to the amount of the Programme shall be deemed to be references to the increased amountAgent.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 19.1 Each Paying The Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof;
(b) as provided in subclause 19.2 below; and
(bc) that it shall not be liable to account to the Issuer or the Guarantor for any interest on the moneythereon.
19.2 In acting under this Agreement hereunder and in connection with the Notes, each the Agent and the other Paying Agent Agents shall act solely as an agent agents of the Issuer and the Guarantor and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 Each The Agent and the other Paying Agent undertakes Agents hereby undertake to the Issuer and the Guarantor to perform its such obligations and duties, and shall be obliged to perform the such duties and only the duties, specifically stated in this Agreement such duties as are herein (including Schedule 7 in the case of the Agent), in the Conditions and in the Procedures Memorandum, Memorandum specifically set forth and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Agent and the other Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancesAgents. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 Each of the Agent and the other Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, Note, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on or the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforGuarantor.
19.6 Any Paying of the Agent and its the other Paying Agents and their officers, directors and employees may become the owner of, and/or or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he they would have had if the Agent or the relevant other Paying Agent Agent, as the case may be, concerned were not appointed under this Agreementxxxxxxxxx, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Agent or the relevant other Paying Agent Agent, as the case may be, were not appointed under this Agreement.hereunder. 0010155-0003327 UKO2:
19.7 The Issuer and the Guarantor shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the such person has been so authorised.
19.8 Except as otherwise permitted Notwithstanding any provision of this Agreement to the contrary, the Agent shall not in any event be liable for indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even if the Agent has been advised of the likelihood of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise.
19.9 Notwithstanding anything to the contrary in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulationstransaction documents, the Issuer Agent shall not be liable to any person for any matter or thing done or omitted in any way in connection with the transaction documents save in relation to its own wilful default, negligence, fraud or wilful misconduct, including that of its officers and each of employees.
19.10 The Agent shall not be under any obligation to take (and the Paying Agents Agent shall be entitled to treat refrain from taking without liability) any action under this Agency Agreement (including without limitation, any legal action or proceedings under or in connection with this Agency Agreement) or the bearer other transaction documents which in its reasonable opinion may be illegal or contrary to any law or regulation applicable to it (including, without limitation, the laws of the United States of America or any jurisdiction forming part of it or England and Wales or Luxembourg) or any direction or regulation of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice agency of any previous loss such state or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegationjurisdiction. The Agent shall be and remain liable for may without liability do anything which is, in its reasonable opinion, necessary to comply with any act or omission committed by such delegatelaw, to the same extent as it would have been liable hereunder had it performed such act or omission itself.directive, policy or
Appears in 1 contract
Samples: Agency Agreement (Equinor Asa)
CONDITIONS OF APPOINTMENT. 19.1 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money; and
(c) money held by it need not be segregated except as required by law.
19.2 18.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons.
19.3 18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 18.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 18.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it or he they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note Note, Receipt or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 18.10 If the Agent reasonably considers that it is, or may be, obliged to:
(a) withhold, or refuse to make, any payment in relation to any Note, or
(b) refuse to recognise, register or otherwise facilitate the sale, transfer or cancellation of any Note, or
(c) refrain from taking any other action or duty otherwise provided for in this Agreement, in each case on account of restrictions, obligations or duties imposed upon such party by any Sanctions Authority, then the Agent shall, where permissible by law, notify the Issuer as soon as reasonably practicable of its intention to take any such action (or to refrain from action), and the reasons therefor. If reasonably practicable in the circumstances, the Issuer may require the Agent to provide an opinion of independent legal counsel of recognised standing (at the cost and expense of the Issuer) confirming that the proposed course of action is necessary or advisable in order to ensure compliance with applicable Sanctions legislation.
18.11 Notwithstanding anything else contained herein, the Agent may, following discussions with the Issuer in accordance with subclause 18.10 above, refrain without liability from doing anything that could reasonably be expected to:
(a) result in any payments made under this Agreement being used to fund any trade, business or other activities involving or for the benefit of any Restricted Party; or
(b) result in the Agent being in breach of any Sanctions (if and to the Issuer's written consent extent applicable to it).
18.12 Notwithstanding the foregoing provisions of subclauses 18.10 and 18.11, the Agent shall not be relieved of responsibility from making payments in respect of, or recognising, registering or facilitation the transfer of, any other Note or Notes (such consent not to be unreasonably withheldincluding Notes of the same Series), if in the Agent’s opinionor performing its other duties under this Agreement, acting reasonablywhere such payments, it deems it appropriate to delegate any of its roles, transfers or other duties or obligations under may be made, undertaken or performed without breach of applicable Sanctions.
18.13 Each party to this Agreement to shall, within ten business days of a third written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or any Notes as that other party reasonably requests for the Issuer hereby acknowledges purposes of that other party's compliance with Applicable Law and shall notify the potential for relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such delegation. The Agent party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.13 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and remain liable for any act or omission committed cannot be obtained by such delegateparty using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this subclause 18.13, Applicable Law shall be deemed to the same extent as include (i) any rule or practice of any Authority by which any party is bound or with which it would have been liable hereunder had it performed such act or omission itselfis accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party that is customarily entered into by institutions of a similar nature.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying (1) Subject as provided in subclause (3) of this clause, the Fiscal Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer or the Guarantor for any interest on or other amounts in respect of the money. No money held by any Paying Agent need be segregated except as required by law.
19.2 (2) In acting under this Agreement and in connection with the NotesNotes and the Coupons, each the Paying Agent Agents shall act solely as an agent agents of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Notes or Talonsthe Coupons.
19.3 Each (3) No Paying Agent undertakes shall exercise any right of set-off or lien against the Issuer, the Guarantor or any holders of Notes or Coupons in respect of any moneys payable to or by it under the terms of this Agreement.
(4) Except as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer or the Guarantor, each of the Paying Agents shall be entitled to perform its duties, treat the holder of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or other writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon).
(5) The Paying Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Notes and no implied duties or obligations shall be read into any this Agreement or the Notes against the Paying Agents.
(6) The Paying Agents may consult with independent legal and other professional advisers and the opinion of those documents against any Paying Agentthe advisers shall be full and complete protection in respect of action taken, other than the duty to act honestly and omitted or suffered under this Agreement in good faith and to exercise in accordance with the diligence opinion of a reasonably prudent agent in comparable circumstances. the advisers.
(7) Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement Issuer, the Guarantor or any other Paying Agent, or any Note or Coupon, or any notice, resolution, direction, consent, certificate, affidavit, statement, facsimile, telex or other paper, electronic communication or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer the Issuer or the Guarantor.
(8) Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefAgents, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their officers, directors and directors, employees or controlling persons, may become the owner of, and/or or acquire any interest in, any Notes, Notes or Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor, as freely as if the Paying Agent were not appointed under this Agreement.
19.7 (9) The Issuer Fiscal Agent shall provide the Agent with a certified copy of the list of persons authorised not be under any obligation to execute documents and take any action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement which may be illegal or contrary to a third partyapplicable law, or that it expects will result in any expense or liability accruing to it, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegatepayment of which within a reasonable time is not, in its opinion, assured to the same extent as it would have been liable hereunder had it performed such act or omission itselfit.
Appears in 1 contract
Samples: Agency Agreement (PCCW LTD)
CONDITIONS OF APPOINTMENT. 19.1 Each Paying 21.1 Save as provided in clause 18.3, each Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose purposes of this Agreement in the same manner as other money paid to a banker bank by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer or the Guarantor for any interest on the or other amounts in respect of such money. No money held by any Agent need be segregated except as required by law.
19.2 21.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners Noteholders.
21.3 No Agent shall exercise any right of set-off or lien against the Issuer, the Guarantor or any holders of Notes in respect of any moneys payable to or by it under the Notes, Coupons or Talonsterms of this Agreement.
19.3 Each Paying Agent undertakes 21.4 Except as otherwise required by law, each of the Agents shall be entitled to treat the Issuer to perform its duties, registered holder of any Note as the absolute owner for all purposes (whether or not any payment in respect of the relevant Note shall be overdue and notwithstanding any notice of ownership or writing on the Note or any notice of any previous loss or theft of the Note).
21.5 The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 10 in the case of the Agent), the Conditions Fiscal Agent and the Procedures Memorandum, Registrar) and the Notes and no implied duties or obligations (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into any of those documents this Agreement or the Notes against any Paying Agent, the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agentfaith.
19.4 The 21.6 Each Agent may consult with reputable legal any expert or legal, financial and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 21.7 Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or the Guarantor or any document which it reasonably believes to be genuine and to have been delivered delivered, 0012034-0005142 UKO2: 2001934267.5 21 signed or sent by the proper party or parties or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on or the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforGuarantor.
19.6 21.8 Any Paying Agent and its Agent, their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Coupons or Talons Notes with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Paying such Agent were not appointed under this Agreement, without regard to the interests of the Issuer or the Guarantor and shall be entitled to retain and shall not in any way be liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
19.7 The Issuer shall provide the Agent with a certified copy 21.9 None of the list of persons authorised Agents shall be under any obligation to execute documents and take any action on its behalf in connection with under this Agreement (i) which may be illegal or contrary to applicable law or regulation, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system or (ii) which it expects will result in any expense, loss, charge or liability accruing to it, the payment of which or adequate indemnity against which within a reasonable time is not, in its opinion, assured to it.
21.10 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
21.11 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the Agent immediately relevant other party reasonably promptly in writing if the event that it becomes aware that any of those persons ceases the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 21.11 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 21.11, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a similar nature. Applicable Law and Authority shall have the meanings set out in subclause 6.10 above.
21.12 Nothing in this Agreement shall require any Agent to assume an obligation of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the Financial Conduct Authority (FCA) or Prudential Regulation Authority (PRA)).
21.13 The Fiscal Agent is authorised by the PRA and regulated by the FCA and PRA. Nothing in this Agreement shall require the Fiscal Agent to carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets Xxx 0000 (Regulated Activities) Order 2001, or if any additional person becomes authorised together, in to lend money to the Issuer.
21.14 No Agent shall be responsible to anyone with respect to the legality of this Agreement or the validity or legality of the Notes.
21.15 In the case of an additional authorised personany default by the Issuer or the Guarantor, with evidence satisfactory to no Agent shall have any duty or responsibility in the Agent that performance of the person has been authorisedIssuer’s obligations under the Conditions.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 21.16 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 21.17 If Definitive Notes are issued in accordance with the provisions of a Global Note, in connection with HSBC Group’s commitment to comply with all applicable sanctions regimes, each Agent and any affiliate or subsidiary of HSBC Holdings plc may take any action in its sole and absolute discretion that it considers appropriate to comply with any law, regulation, request of a public or regulatory authority, any agreement between any member of the HSBC Group and any government authority or any HSBC Group policy that relates to the Issuer's written consent prevention of fraud, money laundering, terrorism, tax evasion, evasion of economic or trade sanctions or other criminal activities (such consent collectively, the Relevant Requirements). Such action may include, but is not to be unreasonably withheld)limited to:
(a) screening, if in intercepting and investigating any transaction, instruction or communication, including the source of, or intended recipient of, funds;
(b) delaying or preventing the processing of instructions or transactions or each Agent’s opinion, acting reasonably, it deems it appropriate to delegate any performance of its roles, duties or obligations under this Agreement Agreement;
(c) the blocking of any payment; or
(d) requiring the Issuer to enter into a third partyfinancial crime compliance representations letter from time to time in a form and substance acceptable to the HSBC Group. Where possible and permitted, the relevant Agent will endeavour to notify the Issuer hereby acknowledges of the potential for existence of such delegationcircumstances. The Agent shall To the extent permissible by law, neither the Agents nor any member of the HSBC Group will be and remain liable for loss (whether direct or consequential and including, without limitation, loss of profit or interest) or damage suffered by any act party arising out of, or omission committed caused in whole or in part by, any actions that are taken by such delegate, the relevant Agent or any other member of the HSBC Group to the same extent as it would have been liable hereunder had it performed such act or omission itselfcomply with any Relevant Requirement.
Appears in 1 contract
Samples: Agency Agreement (Autoliv Inc)
CONDITIONS OF APPOINTMENT. 19.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer or the Guarantor for any interest on the money; and
(c) that money held by it need not be segregated except as required by law.
19.2 21.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer Issuer, the Guarantor (and, in the circumstances referred to in subclause 2.8 above, the Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons.
19.3 21.3 Each Paying Agent undertakes to the Issuer and the Guarantor to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 5 in the case of the AgentPrincipal Paying Agent and the Registrar), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 5 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar.
19.4 21.4 The Principal Paying Agent and the Registrar may consult with reputable legal and other professional advisers with respect to its rights (having first consulted the Issuer if reasonably practicable and duties hereunder permitted by law) and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or the Guarantor or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on or the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforGuarantor.
19.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it or he they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Paying Agent were not appointed under this Agreement.
19.7 21.7 The Issuer and the Guarantor shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.authorised.
19.8 21.8 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Guarantor, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note Bearer Note, Receipt or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount 21.9 None of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme Agents shall be deemed under any obligation to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate take any of its roles, duties or obligations action under this Agreement (i) which is illegal or contrary to a third partyapplicable law or regulation or (ii) which will result in any expense, loss, charge or liability accruing to it, the Issuer hereby acknowledges payment of which or adequate indemnity against which within a reasonable time is not, in its opinion, assured to it.
21.10 None of the potential for such delegation. The Agent Agents shall be and remain liable for have any act obligation or omission committed by such delegate, duty (i) to monitor or inquire as to the same extent as it would have been liable hereunder had it performed such act performance of the Issuer of its obligations under the Notes, this Agreement or omission itself.any other relevant documents; (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred or
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each 25.1 The Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof;
(b) as provided in subclause 0 below; and
(bc) that it shall not be liable to account to the Issuer for any interest on thereon. The Principal Paying Agent holds all money as banker and not as a trustee and as a result monies shall not be held in accordance with the moneyClient Money Rules.
19.2 In 25.2 Without prejudice to the provisions of clauses 7 and 27, in acting under this Agreement hereunder and in connection with the Notes, each Paying Agent the Agents shall act solely as an agent agents of the Issuer (and, in the circumstances referred to in subclause 2.5, the Trustee) and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Notes or TalonsCoupons.
19.3 Each 25.3 The Principal Paying Agent undertakes and the Agents hereby undertake to the Issuer to perform its such obligations and duties, and shall be obliged to perform the such duties and only the such duties, specifically stated in this Agreement (as are herein including Schedule 7 8 in the case of the Principal Paying Agent), in the Conditions and in the Procedures MemorandumMemorandum specifically set forth, and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Principal Paying Agent, other than Agent and the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancesAgents. 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 7 8 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
19.4 The 25.4 No Agent shall exercise any lien, right of set-off or similar claim against any person to whom it makes any payment under subclause 8.1 or subclause 9.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof.
25.5 Each of the Agents may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence .
25.6 Each of the Agent not acting in good faith.
19.5 Each Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer the Issuer.
25.7 Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement Agents and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their officers, directors and employees may become the owner of, and/or or acquire any interest in, any Notes, Notes or Coupons or Talons with the same rights (but without prejudice to any limitations which might apply in any other capacity) that it or he would have had if the Paying relevant Agent concerned were not appointed under this Agreementhereunder, and may engage or be interested in (subject as aforesaid) any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying relevant Agent were not appointed under this Agreementhereunder.
19.7 25.8 The Issuer shall provide the Principal Paying Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent that the such person has been so authorised.
19.8 25.9 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it thereof (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or notice of any previous loss or theft of itthereof).
19.9 The amount 25.10 Each party hereto shall, within ten Business Days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or any Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the Programme may forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be increased required to provide any forms, documentation or other information pursuant to this Clause 25.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by the Issuer in accordance with the procedure set out such party using reasonable efforts; or (ii) doing so would or might in the Programme Agreementreasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. Upon any increase being effectedFor purposes of this Clause 25.10, all references in this Agreement to the amount of the Programme “Applicable Law” shall be deemed to include
(i) any rule or practice of any Authority by which any Party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any Party that is customarily entered into by institutions of a similar nature.
25.11 Notwithstanding anything else herein contained, each Agent may refrain without liability from doing anything that would or might in its opinion be references contrary to any law of any state or jurisdiction (including but not limited to the increased amount.
19.10 Subject European Union, United States of America or, in each case, any jurisdiction forming a part of it and England and Wales) or any directive or regulation of any agency of any such state or jurisdiction which would or might otherwise render it liable to the Issuer's written consent (such consent not any person or cause it to be unreasonably withheld)act in a manner which might prejudice its interests and may without liability do anything which is, if in the Agent’s its opinion, acting reasonablyis necessary to comply with any such law, it deems it appropriate to delegate any of its roles, duties directive or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfregulation.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 23.1 In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to financial institutions including, without limitation, those relating to the funding of terrorism and money laundering activities, the Agents are required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Agents. Accordingly, each of the parties to this Agreement agree that they will provide to the Agents, upon their reasonable request from time to time, such identifying information and documentation as may be available for such party in order to enable the Agents to satisfy the relevant requirements.
23.2 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers and, without limitation, no moneys shall need to be segregated, except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money; and
(c) that it shall not be subject to the UK Financial Conduct Authority Client Money Rules.
19.2 23.3 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer (and, in the circumstances referred to in Clause 2.7, the Trustee) and will not be under any fiduciary duties or assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 23.4 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and the Procedures Memorandum, and no implied duties (including fiduciary duties) or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The 23.5 Each Agent may consult with reputable and, at the cost of the Issuer, employ legal and other professional advisers with respect to its rights (provided such costs are properly incurred and duties hereunder documented and may rely on an invoice is provided) and the opinion of the advisers shall be full and complete protection in respect of any such action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers. Failure Each Agent will, where reasonably practicable, notify the Issuer prior to consult with engaging such advisers on any matter shall not be construed as evidence of the Agent not acting in good faithlegal or professional advisers.
19.5 23.6 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 23.7 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons Notes with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 23.8 Each Agent shall be entitled to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transaction without regard to the interests of the Issuer and notwithstanding that the same may be contrary or prejudicial to the interests of the Issuer and shall not be responsible for any loss or damage occasioned to the Issuer thereby and shall be entitled to retain and shall not be in any way liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
23.9 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent immediately and the Registrar as soon as reasonably practicable in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
19.8 23.10 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Trustee and each of the Paying Agents shall be entitled to treat the bearer registered holder of any Note or Coupon as the absolute owner of it for all purposes (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 23.11 The amount of the Programme Limit may be increased by the Issuer in accordance with the procedure set out in the Programme Dealer Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme Limit shall be deemed to be references to the increased amount.
19.10 Subject 23.12 The Agents shall have no obligation to act if they reasonably believe they will incur costs for which they will not be reimbursed.
23.13 No Agent shall be under any obligation to monitor or supervise, enquire about or satisfy itself as to the Issuer's written consent (such consent not functions or acts of any party hereto and shall be entitled to be unreasonably withheld)assume, if in the Agent’s absence of express notice in writing to the contrary and free of any and all liability, that each other party hereto is properly performing and complying with its obligations under the documents hereto to which it is a party and that no specified event (including, without limitation, an Event of Default, Potential Event of Default or Change of Control) has occurred.
23.14 Notwithstanding anything else contained in this Agreement, each Agent may refrain from doing anything which would or might in its opinion be contrary to any law of any jurisdiction or any directive (including but not limited to, the United States of America or any jurisdiction forming a part of it, Saudi Arabia, Germany, and England and Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, acting reasonablynecessary to comply with any such law, directive or regulation. Each Agent shall, as soon as reasonably practicable and, insofar as legally permissible, inform the Issuer if, pursuant to this Clause, it deems will refrain from doing anything hereunder.
23.15 Any Agent and any other person, whether or not acting for itself, may acquire, hold or dispose of any Note or other security (or any interest therein) of the Issuer or any other person, may enter into or be interested in any contract or transaction with any such person, and may act on, or as depositary, trustee or agent for, any committee or body of holders of securities of any such person, in each case with the same rights as it appropriate to would have had if that Agent were not an Agent and need not account for any profit.
23.16 Each Agent may, with the prior approval of the Issuer, delegate any of its roles, responsibilities or duties or obligations under this Agreement to a third party, one or more agents and will not be liable for the Issuer hereby acknowledges the potential for such delegation. The negligence or misconduct or any act of omission of any agent selected by it with reasonable care.
23.17 No Agent shall be under any obligation to take any action under this Agreement which it reasonably expects will result in any expense or Liability accruing to it or where such action is on the basis of unclear or conflicting instructions from the Issuer (or the Trustee, in accordance with Clause 2.7) (and remain in the case of any such unclear or conflicting instructions, the relevant Agent shall be entitled to request clarification of such instructions and will not be liable for any act Losses occasioned by any delay arising from such unclear or omission committed by conflicting instructions or from such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfclarification).
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by the Agent need not be segregated except as required by law.
19.2 18.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 18.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 18.6 Any Paying Agent and its officers, directors directors, affiliates and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.Agreement.
19.7 18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The 18.10 No Paying Agent shall be and remain liable for consequential loss (being loss of business, goodwill, opportunity or profit) of any act or omission committed by such delegate, to kind whatsoever.
18.11 The Issuer shall promptly inform the same extent as it would have been liable hereunder had it performed such act or omission itselfAgent of any issuance of VPS Notes.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 24.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer or the LLP for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer or the LLP for any interest on the money; and
(c) that it shall not be required to segregate any money held by it except as required by law.
19.2 24.2 In acting under this Agreement and in connection with the NotesCovered Bonds, each Paying Agent shall act solely as an agent of the Issuer Issuer, the LLP (and, in the circumstances referred to in Clauses 2.8 and 2.9, the Bond Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the NotesCovered Bonds, Coupons or TalonsTalons or any third party.
19.3 24.3 Each Paying Agent undertakes to the Issuer and the LLP and, in the circumstances referred to in Clauses 2.8 and 2.9, the Bond Trustee to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures MemorandumConditions, and no implied duties or obligations of any kind (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. 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 its duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
19.4 The 24.4 Each Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 24.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or the LLP or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on or the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforLLP.
19.6 24.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any NotesCovered Bonds, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the LLP and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Covered Bonds or Coupons or in connection with any other obligations of the Issuer or the LLP as freely as if the Paying Agent were not appointed under this Agreement.
19.7 24.7 Each Agent shall be entitled to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transaction contemplated in Clause 24.6 above without regard to the interests of the Issuer and notwithstanding that the same may be contrary or prejudicial to the interests of the Issuer and shall not be responsible for any loss or damage occasioned to the Issuer thereby and shall be entitled to retain and shall not be in any way liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
24.8 The Issuer and the LLP shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
19.8 24.9 Except as otherwise permitted in the Trust Deed and the Conditions or as instructed by the Issuer, or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the LLP, the Bond Trustee and each of the Paying Agents shall be entitled to treat treat, in the case of Bearer Covered Bonds, the bearer of any Note Bearer Covered Bond or Coupon Coupon, and in the case of Registered Covered Bonds, the registered holder of any Registered Covered Bond, as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 24.10 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 24.11 No Agent shall be under any obligation to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations take action under this Agreement which it expects will result in any expense or liability accruing to a third partyit, the Issuer hereby acknowledges the potential for payment of which within a reasonable time is not, in its opinion, assured to it.
24.12 The parties hereto agree that they will co-operate fully to do all such delegation. The Agent shall further acts and things and execute any further documents as may be and remain liable for any act necessary or omission committed by such delegate, desirable to give full effect to the same extent arrangements contemplated by this Agreement provided that the Security Trustee shall not be obliged to take any such action or step or do anything unless it is indemnified and/or secured and/or pre-funded to its satisfaction.
24.13 The Issuer shall provide such information as it would have been liable hereunder had it performed such act or omission itselfrequired by the Agents upon reasonable request.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money.
19.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 6 in the case of the Fiscal Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. 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 6 becomes known to it, it will promptly provide such information to the Fiscal Agent.
19.4 The Fiscal Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Fiscal Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Fiscal Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Fiscal Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount None of the Programme may be increased by Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer in accordance with of its obligations under the procedure set out in the Programme Agreement. Upon any increase being effectedNotes, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate or any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.other relevant documents or
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the either Issuer or any Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the either Issuer or any Guarantor for any interest on the money.
19.2 18.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer Issuers and the Guarantors (and, in the circumstances referred to in subclause 2.4, the Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 18.3 Each Paying Agent undertakes to the Issuer Issuers and the Guarantors (and, in the circumstances referred to in subclause 2.4, the Trustee) to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 2 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 2 becomes known to it, it will promptly provide such information to the Agent.
19.4 18.4 The Agent may consult with reputable legal and other professional advisers at the cost of the Issuers (failing which the Guarantors). The opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with respect to its rights and duties hereunder and may rely on the opinion of any such the advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of either Issuer, any Guarantor or the Issuer given in accordance with this Agreement Trustee or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of either Issuer, any Guarantor or the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforTrustee.
19.6 18.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with either Issuer, any Guarantor or the Issuer Trustee and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the either Issuer or any Guarantor as freely as if the Paying Agent were not appointed under this Agreement.Agreement.
19.7 The 18.7 Each Issuer and each Guarantor shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately as soon as reasonably practicable in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 18.8 Except as otherwise permitted in the Trust Deed and Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Relevant Issuer, the Guarantors, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it)it).
18.9 Each of the Paying Agents shall be entitled to take any action or to refuse to take any action which such Paying Agent reasonably regards as necessary for the Paying Agent to comply with any applicable law, regulation or fiscal requirement, internal anti-money laundering or ‘know your customer’ policies, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.
19.9 18.10 Each of the Paying Agents shall not be under any obligation to take any action under this Agreement which it reasonably expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it.
18.11 The amount of the Programme may be increased by the Issuer Issuers and the Guarantors in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 18.12 No Paying Agent shall have any duty or responsibility in monitoring the performance by any Issuer or Guarantor of its obligations under the Conditions or this Agreement. No Paying Agent shall have any duty or responsibility in case of any default by any Issuer or Guarantor in the performance of its obligations under the Conditions or this Agreement (including, without limiting the generality of the foregoing, any duty or responsibility to accelerate all or any of such Notes or to initiate or to attempt to initiate any proceedings at law or otherwise or to make any demand for the payment thereof upon any Issuer or Guarantor).
18.13 The Issuers (failing which the Guarantors) shall immediately give notice to the Issuer's written consent Agent of any change of the Trustee.
18.14 Notwithstanding anything else herein contained, the Agent may refrain without liability from doing anything that would or might in its good faith opinion be contrary to any law of any state or jurisdiction (including but not limited to the United States of America, the European Union or, in each case, any jurisdiction forming a part of it, and England & Wales) or any directive or regulation of any agency of any such consent not to be unreasonably withheld)state or jurisdiction and may without liability do anything which is, if in the Agent’s its good faith opinion, acting reasonablynecessary to comply with any such law, it deems it appropriate to delegate directive or regulation.
18.15 None of the Paying Agents shall incur any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential liability for such delegation. The Agent shall be and remain liable for not performing any act or omission committed fulfilling any duty, obligation or responsibility hereunder by such delegate, reason of any occurrence beyond its control (including but not limited to the same extent as it would have been liable hereunder had it performed such any act or omission itselfprovision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or other wire or communication facility).
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying 21.1 Save as provided in subclause 18.3, each Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose purposes of this Agreement in the same manner as other money paid to a banker bank by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be subject to the Client Money Rules or liable to account to the Issuer or the Guarantor for any interest on the or other amounts in respect of such money. No money held by any Agent need be segregated except as required by law.
19.2 21.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners Noteholders.
21.3 No Agent shall exercise any right of set-off or lien against the Issuer, the Guarantor or any holders of Notes in respect of any moneys payable to or by it under the Notesterms of this Agreement. DOCPROPERTY "cpCombinedRef" 0012034-0005260 UKO2: 2004076912.9
21.4 Except as otherwise required by law, Coupons each of the Agents shall be entitled to treat the registered holder of any Note as the absolute owner for all purposes (whether or Talonsnot any payment in respect of the relevant Note shall be overdue and notwithstanding any notice of ownership or writing on the Note or any notice of any previous loss or theft of the Note).
19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and 21.5 The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 10 in the case of the Agent), the Conditions Fiscal Agent and the Procedures Memorandum, Registrar) and the Notes and no implied duties or obligations (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into this Agreement or the Notes against the Agents.
21.6 Each Agent may consult with any expert or legal, financial and other professional advisers and the opinion of those documents against such advisers shall be full and complete protection in respect of any Paying Agentaction taken, other than the duty to act honestly and omitted or suffered under this Agreement in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult accordance with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 21.7 Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or the Guarantor or any document which it reasonably believes (acting in good faith) to be genuine and to have been delivered delivered, signed or sent by the proper party or parties or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on or the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforGuarantor.
19.6 21.8 Any Paying Agent and its Agent, their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Coupons or Talons Notes with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Paying such Agent were not appointed under this Agreement, without regard to the interests of the Issuer or the Guarantor and shall be entitled to retain and shall not in any way be liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
19.7 The Issuer shall provide the Agent with a certified copy 21.9 None of the list of persons authorised Agents shall be under any obligation to execute documents and take any action on its behalf in connection with under this Agreement (i) which may be illegal or contrary to applicable law or regulation, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system or (ii) which it expects will result in any expense, loss, charge or liability accruing to it, the payment of which or adequate indemnity against which within a reasonable time is not, in its opinion, assured to it.
21.10 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
21.11 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the Agent immediately relevant other party reasonably promptly in writing if the event that it becomes aware that any of those persons ceases the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 21.11 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using DOCPROPERTY "cpCombinedRef" 0012034-0005260 UKO2: 2004076912.9 reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 21.11, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a similar nature. Applicable Law and Authority shall have the meanings set out in subclause 6.10 above.
21.12 Nothing in this Agreement shall require any Agent to assume an obligation of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the Financial Conduct Authority (FCA) or Prudential Regulation Authority (PRA)).
21.13 The Fiscal Agent is authorised by the PRA and regulated by the FCA and PRA. Nothing in this Agreement shall require the Fiscal Agent to carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets Xxx 0000 (Regulated Activities) Order 2001, or if any additional person becomes authorised together, in to lend money to the Issuer.
21.14 No Agent shall be responsible to anyone with respect to the legality of this Agreement or the validity or legality of the Notes.
21.15 In the case of an additional authorised personany default by the Issuer or the Guarantor, with evidence satisfactory to no Agent shall have any duty or responsibility in the Agent that performance of the person has been authorisedIssuer’s obligations under the Conditions.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 21.16 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 21.17 The Agents shall be entitled to the Issuer's written consent (such consent not to be unreasonably withheld)refrain from acting, without liability, if conflicting, unclear or equivocal instructions have been received.
21.18 Notwithstanding anything else herein contained, any Agent may refrain, without liability, from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to Ireland, the Agent’s European Union, the United States of America or any jurisdiction forming a part of it and England and Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, acting reasonablynecessary to comply with any such law, it deems it appropriate to delegate any of its roles, duties directive or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfregulation.
Appears in 1 contract
Samples: Agency Agreement (Autoliv Inc)
CONDITIONS OF APPOINTMENT. 19.1 22.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money.
19.2 22.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 22.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 11 in the case of the AgentPrincipal Paying Agent and the Registrar), the applicable Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 11 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar.
19.4 22.4 The Principal Paying Agent and the Registrar may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 22.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 22.6 Any Paying Agent Agent, and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.Agreement.
19.7 22.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
19.8 22.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 22.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 (1) Each Paying Agent shall be entitled to deal with money paid to it by the Issuer Stellantis or FCFE for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer Stellantis or FCFE for any interest on the money. No Agent shall be required to segregate any such money unless required by applicable law and no such money shall be held subject to the Financial Conduct Authority’s Client Money Rules.
19.2 (2) In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely for the purposes of this Agreement as an agent of the Issuer Stellantis and FCFE and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 (3) Each Paying Agent undertakes to the Issuer Stellantis and FCFE to perform its duties, and shall be obliged to perform the duties and only the dutiesduties (including, in the case of any Notes issued as NGN, Schedule 9 in the case of the Principal Paying Agent), specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and in the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent and the CMU Lodging and Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 9 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
19.4 (4) The Principal Paying Agent and the CMU Lodging and Paying Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 (5) Each Paying Agent shall shall, in the absence of wilful default, negligence or bad faith on the part of such Agent or its officers, employees or any of them be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement Stellantis or FCFE or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforStellantis or FCFE.
19.6 (6) Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Stellantis or FCFE and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer Stellantis or FCFE as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer (7) Stellantis and FCFE shall provide the Principal Paying Agent and the CMU Lodging and Paying Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the CMU Lodging and Paying Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the CMU Lodging and Paying Agent that the person has been authorised.
19.8 (8) Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 (9) The amount of the Programme may be increased by the Issuer Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject (10) Notwithstanding any other term or provision of this Agreement to the Issuer's written consent (contrary, none of Stellantis or FCFE nor the Agents shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever, including but not limited to loss of profits, business, goodwill or opportunity, whether or not foreseeable, even if Stellantis or FCFE or the Agent has been advised of the likelihood of such consent loss or damage, except that the limitation in respect of punitive damages shall not apply to be unreasonably withheld), if in the extent a final non-appealable judgment of a court of competent jurisdiction has decided that such punitive damages are as a sole result of Stellantis’ or FCFE’s or the Agent’s opinionfraud or wilful misconduct. The provisions of this clause 19 shall survive the termination or expiry of this Agreement or the resignation or removal of any Agents.
(11) The Agents will treat information relating to Stellantis and FCFE as confidential. Unless consent is prohibited by law, acting reasonablyeach of Stellantis and FCFE consents to the transfer and disclosure by the Agents only of any necessary information relating to Stellantis or FCFE to and between branches, it deems it appropriate to delegate subsidiaries, representative offices, affiliates and agents of the Agents and third parties selected by any of its rolesthem, duties or obligations wherever situated, for confidential use, provided such transfer and disclosure is required in connection with each Agent’s appointment as an Agent and the provision of any service under this Agreement and such Agents take necessary measures to a ensure that each of such branches, subsidiaries, representative offices, affiliates, agents and third party, parties complies with the Issuer hereby acknowledges the potential for such delegationconfidentiality obligations set forth herein. The Agent Agents and any of their respective branches, subsidiaries, representative offices, affiliates, agents or third parties may transfer and disclose any such information as required by any law, court, regulator or legal process with, to the extent permitted by applicable law and regulation and to the extent reasonably practicable, prior written notice to the relevant Issuer and (in the case of Guaranteed Notes) the Guarantor.
(12) The Issuers undertake that:
(a) they will provide to the Agents all documentation and other information (in each case, relating solely to the Issuers or the Guarantor) reasonably required by the Agents from time to time to comply with FATCA as soon as reasonably practicable following request by the Agents; and
(b) they will notify the Agents in writing as soon as reasonably practicable upon becoming aware of any change that affects an Issuer's tax status for purposes of FATCA where such change would have a material effect on the Agents' performance of their duties under this Agreement.
(13) Any payment by the Agents under this Agreement shall be and remain made without any deduction or withholding for or on account of any taxes unless such deduction or withholding is required by any Applicable Law. If an Agent is required to make a deduction or withholding referred to above, (i) it shall not be liable for any act additional amounts to be paid in respect of that deduction or omission committed by such delegate, withholding; (ii) it shall account to the same extent as relevant authorities for such deduction or withholding within any applicable time limit; and (iii) it would have been liable hereunder had it performed shall inform the Issuers of such act deduction or omission itselfwithholding within three days of making such deduction or withholding.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer Issuers or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer Issuers or the Guarantor for any interest on the money; and
(c) that money held by it need not be segregated except as required by law.
19.2 18.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the relevant Issuer and the Guarantor (or, in the circumstances described in clause 2.5 above, the Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 18.3 Each Paying Agent has no obligation to take any action under this Agreement which it reasonably expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it.
18.4 The Issuer will, upon the request from time to time of a Paying Agent, promptly supply or procure the supply of such documentation and other evidence as is reasonably requested by the Paying Agent in order for the Paying Agent to carry out and be satisfied that it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations.
18.5 Each Paying Agent undertakes to each Issuer and the Issuer Guarantor to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 schedule 2 in the case of the Agent), the Conditions Conditions, the Trust Deed and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 schedule 2 becomes known to it, it will promptly provide such information to the Agent.
19.4 18.6 The Agent may may, with the prior written consent of the relevant Issuer (provided that such consent will not be required if an Event of Default has occurred and is continuing), and to the extent that obtaining such consent is reasonably practicable and not unlawful, consult with reputable legal and other professional advisers with respect to its rights advisers, whose advice or services it reasonably considers necessary, and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 18.7 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on upon any instruction from an authorised officer of either Issuer or the Issuer given in accordance with this Agreement Guarantor or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of either Issuer, the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on Trustee or the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforGuarantor.
19.6 18.8 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with either Issuer or the Issuer Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of either Issuer or the Issuer Guarantor as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The 18.9 Each Issuer and the Guarantor shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the 18.10 Each Issuer and each of the Paying Agents shall be entitled to treat Guarantor represents and warrants that neither Issuer nor the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate Guarantor nor any of its rolestheir respective subsidiaries, duties directors or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegateofficers nor, to the same extent knowledge of either Issuer or the Guarantor, any agent, employee, affiliate or representative(s) of either Issuer or the Guarantor or any of their respective subsidiaries is (A) an individual or entity currently the subject or target of any Sanctions or (B) located, organised or resident in a country or territory that is the subject of comprehensive Sanctions or (C) is conducting business with any person, entity or country that is subject to any Sanctions in violation of such Sanctions. Each Issuer and the Guarantor undertakes that it will not, directly or indirectly, use the proceeds of the sale of any Notes, or lend, contribute or otherwise make available such proceeds (A) to any subsidiaries, joint venture partners or other individual or entity, to fund any activities of or business (i) with any individual or entity, that, at the time of such funding, is the subject of Sanctions or (ii) in any country or territory, that, at the time of such funding, is the subject of comprehensive Sanctions or (B) in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as it would have been liable hereunder had it performed such act underwriter, advisor, investor or omission itselfotherwise) of Sanctions.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money; and
(c) no money held by any Agent need be segregated except as required by law. and as a result, such money will not be held in accordance with the FCA Client Money Rules.
19.2 18.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations or fiduciary duty towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancesdiligently. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 18.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 18.5 Each Paying Agent shall assume that the terms of each Note as issued is correct and shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7Issuer. No Paying Agent shall be under obliged to take any obligation action, or omit to act if such Paying Agent reasonably believes that take action, unless it is prefunded by the Issuer in doing so it will incur expenses for which it will not be reimbursed under this Agreement and respect of any liability or cost or is covered by the indemnity in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforClause 16.1.
19.6 18.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.authorised.
19.8 18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to 18.10 None of the Issuer's written consent (such consent Paying Agents shall incur any liability for not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for performing any act or omission committed fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Paying Agents (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).
18.11 Notwithstanding anything else herein contained, each Agent may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the European Union, United States of America, in each case, or any jurisdiction forming a part of it, and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction or which would or might otherwise render it liable to any person or cause it to act in a manner which might prejudice its interests and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.
18.12 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such delegateparty is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.12 to the same extent as it that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would have been liable hereunder had it performed or might in the reasonable opinion of such act party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or omission itself.(c) duty of
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each 25.1 Save as provided in Clause 8 (Reimbursement of the Registrar and the Paying Agents) and in subclause 25.3 below, the Paying and Issuing Agent shall be entitled to deal with money paid to it by the Issuer for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer for any interest on or other amounts in respect of the money. No money held by any Paying Agent need be segregated except as required by law.
19.2 In 25.2 Save as provided in Clause 8 (Reimbursement of the Registrar and the Paying Agents), in acting under this Agreement and in connection with the Notes, each Paying Agent Notes and the Coupons the Agents shall act solely as an agent agents of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Notes or the Coupons. Any funds received by the Paying Agents and Registrar for the payment of any sums due in respect of any Notes and Coupons or Talons.
19.3 Each Paying Agent undertakes shall be held by them on trust for the Issuer on behalf of the Noteholders and Coupon holders (as the case may be) and shall be transferred to the Issuer for payment to perform its dutiesthe noteholders as soon as reasonably practicable. No funds held by any Agent need be segregated except as required by law.
25.3 No Paying Agent or the Registrar shall exercise any right of set-off or lien against the Issuer or any holders of Notes or Coupons in respect of any moneys payable to or by it under the terms of this Agreement.
25.4 Except as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer, each of the Agents shall be entitled to treat the holder of any Registered Note as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or other writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon).
25.5 The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Notes and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any Paying Agent, the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 25.6 The Paying and Issuing Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult the advisers shall be full and complete protection in respect of action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 25.7 Each Paying Agent of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer the Issuer.
25.8 Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefAgents, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Notes or Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Issuer, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer Issuer, as freely as if the Paying Agent were not appointed under this Agreement.
19.7 25.9 The Issuer Paying and Issuing Agent shall provide the Agent with a certified copy of the list of persons authorised not be under any obligation to execute documents and take any action on its behalf in connection with under this Agreement and shall notify which it expects will result in any expense or liability accruing to it, the Agent immediately in writing if any payment of those persons ceases to be authorised or if any additional person becomes authorised togetherwhich within a reasonable time is not, in the case of an additional authorised personits opinion, with evidence satisfactory assured to the Agent that the person has been authorisedit.
19.8 Except as otherwise permitted 25.10 Whenever in the Conditions performance of its duties under this Agreement an Agent shall deem it necessary or as ordered by a court of competent jurisdiction desirable that any fact or as required by law matter be proved or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased established by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon prior to taking or suffering any increase being effectedaction hereunder, all references in this Agreement to the amount of the Programme shall such fact or matter may be deemed to be references conclusively proved and established by a certificate signed by an authorised person of the Issuer and delivered to such Agent and such certificate shall be full authorisation to such Agent, in its capacity as such, for any action taken or suffered in good faith by it under the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any provisions of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for in reliance upon such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfcertificate.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 (1) Each Paying Agent shall be entitled to deal with money paid to it by the Issuer CNH Industrial or CIFE for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer CNH Industrial or CIFE for any interest on the money. No Agent shall be required to segregate any such money unless required by applicable law and no such money shall be held subject to the Financial Conduct Authority’s Client Money Rules.
19.2 (2) In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely for the purposes of this Agreement as an agent of the Issuer CNH Industrial and CIFE and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 (3) Each Paying Agent undertakes to the Issuer CNH Industrial and CIFE to perform its duties, and shall be obliged to perform the duties and only the dutiesduties (including, in the case of any Notes issued as NGN, Schedule 9 in the case of the Principal Paying Agent), specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and in the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent and the CMU Lodging and Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 9 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
19.4 (4) The Principal Paying Agent and the CMU Lodging and Paying Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 (5) Each Paying Agent shall shall, in the absence of wilful default, negligence or bad faith on the part of such Agent or its officers, employees or any of them be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement CNH Industrial or CIFE or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforCNH Industrial or CIFE.
19.6 (6) Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer CNH Industrial or CIFE and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer CNH Industrial or CIFE as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer (7) CNH Industrial and CIFE shall provide the Principal Paying Agent and the CMU Lodging and Paying Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the CMU Lodging and Paying Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the CMU Lodging and Paying Agent that the person has been authorised.
19.8 (8) Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 (9) The amount of the Programme may be increased by the Issuer Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject (10) Notwithstanding any other term or provision of this Agreement to the Issuercontrary, none of CNH Industrial or CIFE nor the Agents shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever, including but not limited to loss of profits, business, goodwill or opportunity, whether or not foreseeable, even if CNH Industrial or CIFE or the Agent has been advised of the likelihood of such loss or damage, except that the limitation in respect of punitive damages shall not apply to the extent a final non-appealable judgment of a court of competent jurisdiction has decided that such punitive damages are as a sole result of CNH Industrial or CIFE's written consent (such consent not to be unreasonably withheld), if in or the Agent’s opinion's fraud or wilful misconduct. The provisions of this clause shall survive the termination or expiry of this Agreement or the resignation or removal of any Agents.
(11) The Agents will treat information relating to CNH Industrial and CIFE as confidential. Unless consent is prohibited by law, acting reasonablyeach of CNH Industrial and CIFE consents to the transfer and disclosure by the Agents only of any necessary information relating to CNH Industrial or CIFE to and between branches, it deems it appropriate to delegate subsidiaries, representative offices, affiliates and agents of the Agents and third parties selected by any of its rolesthem, duties or obligations wherever situated, for confidential use, provided such transfer and disclosure is required in connection with each Agent’s appointment as an Agent and the provision of any service under this Agreement and such Agents take necessary measures to a ensure that each of such branches, subsidiaries, representative offices, affiliates, agents and third party, parties complies with the Issuer hereby acknowledges the potential for such delegationconfidentiality obligations set forth herein. The Agent Agents and any of their respective branches, subsidiaries, representative offices, affiliates, agents or third parties may transfer and disclose any such information as required by any law, court, regulator or legal process with, to the extent permitted by applicable law and regulation and to the extent reasonably practicable, prior written notice to the relevant Issuer and (in the case of Guaranteed Notes) the Guarantor.
(12) The Issuers undertake that:
(a) they will provide to the Agents all documentation and other information (in each case, relating solely to the Issuers or the Guarantor) reasonably required by the Agents from time to time to comply with XXXXX as soon as reasonably practicable following request by the Agents; and
(b) they will notify the Agents in writing as soon as reasonably practicable upon becoming aware of any change that affects an Issuer’s tax status for purposes of FATCA where such change would have a material effect on the Agents’ performance of their duties under this Agreement.
(13) Any payment by the Agents under this Agreement shall be and remain made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If an Agent is required to make a deduction or withholding referred to above: (i) it shall not be liable for any act additional amounts to be paid in respect of that deduction or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.withholding;
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Save as provided in Clause 7 and in Clause 19.3, the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose purposes of this Agreement in the same manner as other money paid to a banker bank by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer for any interest on or other amounts in respect of the money. No money held by any Paying Agent need be segregated except as required by law. Amounts paid to the Principal Paying Agent pursuant to this Agreement shall not be held subject to the Financial Conduct Authority’s Client Money Rules.
19.2 In Save as provided in Clause 7, in acting under this Agreement and in connection with the Notes, each Notes and the Coupons the Paying Agent Agents shall act solely as an agent agents of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners Noteholders or Couponholders.
19.3 No Paying Agent shall exercise any right of set-off or lien against the Issuer or any holders of Notes or Coupons in respect of any moneys payable to or by it under the Notes, Coupons or Talonsterms of this Agreement.
19.3 19.4 Except as ordered by a court of competent jurisdiction or as otherwise required by Applicable Law, each of the Issuer and Paying Agents shall be entitled to treat the holder of any Note or Coupon as the absolute owner for all purposes (whether or not any payment in respect of the Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon) and shall not be required to obtain any proof thereof as to the identity of the bearer.
19.5 Each Paying Agent undertakes to the Issuer agrees to perform its duties, duties and shall be obliged to perform the such duties and only the duties, specifically stated such duties as are expressly set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Notes and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Paying AgentAgents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. .
19.6 Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal any expert or legal, financial and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence .
19.7 Each of the Agent not acting Paying Agents shall in good faith.
19.5 Each the absence of wilful default, negligence or bad faith on the part of such Paying Agent shall or its officers, employees or any of them be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement Issuer, the Trustee or any document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer the Issuer or the Trustee.
19.8 Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefAgents, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Notes or Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Trustee, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Trustee, as freely as if the such Paying Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Agent with a certified copy 19.9 None of the list Paying Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of persons authorised to execute documents and take action on the Issuer of its behalf in connection with obligations under the Notes, this Agreement and shall notify or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person Notes has been authorisedoccurred.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each 19.10 None of the Paying Agents shall be entitled under any obligation to treat the bearer of take any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations action under this Agreement which it expects will result in any expense or liability accruing to a third partyit, the Issuer hereby acknowledges the potential if it shall have reasonable grounds for believing that repayment or adequate indemnity against such delegation. The Agent shall be and remain liable for any act expense or omission committed by such delegate, liability is not assured to the same extent as it would have been liable hereunder had it performed such act or omission itselfit.
Appears in 1 contract
Samples: Paying Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; andthereof;
(b) that it shall not be liable to account to the Issuer for any interest on the moneythereon; and
(c) that no monies held by it need to be segregated, except as may be required by law.
19.2 21.2 In acting under this Agreement hereunder and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 21.3 Each Paying Agent hereby undertakes to the Issuer to perform its such obligations and duties, and shall be obliged to perform the such duties and only the such duties, specifically stated as are herein, in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and in the Procedures MemorandumMemorandum specifically set forth, and no implied duties or obligations shall be read into any of those documents such document against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 21.4 The Principal Paying Agent and the Registrars may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 21.5 Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreementhereunder.
19.7 21.7 The Issuer shall provide the Principal Paying Agent and the Registrars with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrars immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrars that the such person has been so authorised.
19.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it thereof (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or notice of any previous loss or theft of itthereof).
19.9 21.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any such increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the such increased amount.
19.10 Subject to 21.10 If:
(a) the Issuer's written consent introduction of or any change in (such consent not to be unreasonably withheld), if or in the Agent’s opinioninterpretation, acting reasonablyadministration or application of) any law or regulation made after the date of this Agreement; or
(b) any change in the status of the Issuer or of the composition of the shareholders of the Issuer after the date of this Agreement, it deems it appropriate obliges the Paying Agent or the Registrar to delegate any of its roles, duties comply with “know your customer” or obligations under this Agreement similar identification procedures in circumstances where the necessary information is not already available to a third partyit, the Issuer hereby acknowledges shall promptly upon the potential request of the Paying Agent or the Registrar supply or procure the supply of such documentation and other evidence as is reasonably requested by the Paying Agent or the Registrar in order for such delegation. The the Paying Agent shall or Registrar to carry out and be satisfied that it has complied with all necessary “know your customer” or similar checks under all applicable laws and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfregulations.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 23.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer or the relevant Guarantor (as the case may be) for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer or the relevant Guarantor for any interest on the money; and
(c) that it shall not be required to segregate any money held by it except as required by law.
19.2 23.2 In acting under this Agreement and in connection with the NotesCovered Bonds, each Paying Agent shall act solely as an agent of the Issuer Issuer, the Guarantors (and, in the circumstances referred to in Clauses 2.6 and 2.7, the Bond Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the NotesCovered Bonds, Receipts, Coupons or Talons.
19.3 23.3 Each Paying Agent undertakes to the Issuer to perform its dutiesand the Guarantors and, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions circumstances referred to in
23.4 The Principal Paying Agent and the Procedures MemorandumRegistrar may, and no implied duties or obligations shall be read into any of those documents against any Paying Agentat the Issuer's expense, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 23.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer the Issuer or any of the Issuer given in accordance with this Agreement Guarantors or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on or the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforrelevant Guarantor.
19.6 23.6 Any Paying Agent Agent, its affiliated companies and its officers, directors and employees may become the owner of, and/or acquire any interest in, any NotesCovered Bonds, Receipts, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or any of the Guarantors and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Covered Bonds or Coupons or in connection with any other obligations of the Issuer or any of the Guarantors as freely as if the Paying Agent were not appointed under this Agreement.
19.7 23.7 The Issuer and the Guarantors shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
19.8 23.8 Except as otherwise permitted in the Trust Deed and the Terms and Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, in the Issuer case of Bearer Covered Bonds, the Issuer, the Guarantors, the Bond Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note Bearer Covered Bond, Receipt or Coupon and the registered holder of any Registered Covered Bond as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 23.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying 21.1 Save as provided in clause 18.3, each Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose purposes of this Agreement in the same manner as other money paid to a banker bank by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer or the Guarantor for any interest on the or other amounts in respect of such money. No money held by any Agent need be segregated except as required by law.
19.2 21.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners Noteholders.
21.3 No Agent shall exercise any right of set-off or lien against the Issuer, the Guarantor or any holders of Notes in respect of any moneys payable to or by it under the Notes, Coupons or Talonsterms of this Agreement.
19.3 Each Paying Agent undertakes 21.4 Except as otherwise required by law, each of the Agents shall be entitled to treat the Issuer to perform its duties, registered holder of any Note as the absolute owner for all purposes (whether or not any payment in respect of the relevant Note shall be overdue and notwithstanding any notice of ownership or writing on the Note or any notice of any previous loss or theft of the Note).
21.5 The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 10 in the case of the Agent), the Conditions Fiscal Agent and the Procedures Memorandum, Registrar) and the Notes and no implied duties or obligations (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into any of those documents this Agreement or the Notes against any Paying Agent, the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agentfaith.
19.4 The 21.6 Each Agent may consult with reputable legal any expert or legal, financial and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 21.7 Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or the Guarantor or any document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or parties or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on or the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforGuarantor.
19.6 21.8 Any Paying Agent and its Agent, their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Coupons or Talons Notes with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Paying such Agent were not appointed under this Agreement, without regard to the interests of the Issuer or the Guarantor and shall be entitled to retain and shall not in any way be liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
19.7 The Issuer shall provide the Agent with a certified copy 21.9 None of the list of persons authorised Agents shall be under any obligation to execute documents and take any action on its behalf in connection with under this Agreement (i) which may be illegal or contrary to applicable law or regulation, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system or (ii) which it expects will result in any expense, loss, charge or liability accruing to it, the payment of which or adequate indemnity against which within a reasonable time is not, in its opinion, assured to it.
21.10 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
21.11 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the Agent immediately relevant other party reasonably promptly in writing if the event that it becomes aware that any of those persons ceases the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 21.11 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 21.11, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a similar nature. Applicable Law and Authority shall have the meanings set out in subclause 6.10 above.
21.12 Nothing in this Agreement shall require any Agent to assume an obligation of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the Financial Conduct Authority (FCA) or Prudential Regulation Authority (PRA)). 0012034-0005017 ICM:34416267.9 22
21.13 The Fiscal Agent is authorised by the PRA and regulated by the FCA and PRA. Nothing in this Agreement shall require the Fiscal Agent to carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets Xxx 0000 (Regulated Activities) Order 2001, or if any additional person becomes authorised together, in to lend money to the Issuer.
21.14 No Agent shall be responsible to anyone with respect to the legality of this Agreement or the validity or legality of the Notes.
21.15 In the case of an additional authorised personany default by the Issuer or the Guarantor, with evidence satisfactory to no Agent shall have any duty or responsibility in the Agent that performance of the person has been authorisedIssuer’s obligations under the Conditions.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 21.16 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 21.17 If Definitive Notes are issued in accordance with the provisions of a Global Note, in connection with HSBC Group’s commitment to comply with all applicable sanctions regimes, each Agent and any affiliate or subsidiary of HSBC Holdings plc may take any action in its sole and absolute discretion that it considers appropriate to comply with any law, regulation, request of a public or regulatory authority, any agreement between any member of the HSBC Group and any government authority or any HSBC Group policy that relates to the Issuer's written consent prevention of fraud, money laundering, terrorism, tax evasion, evasion of economic or trade sanctions or other criminal activities (such consent collectively, the Relevant Requirements). Such action may include, but is not to be unreasonably withheld)limited to:
(a) screening, if in intercepting and investigating any transaction, instruction or communication, including the source of, or intended recipient of, funds;
(b) delaying or preventing the processing of instructions or transactions or each Agent’s opinion, acting reasonably, it deems it appropriate to delegate any performance of its roles, duties or obligations under this Agreement Agreement;
(c) the blocking of any payment; or
(d) requiring the Issuer to enter into a third partyfinancial crime compliance representations letter from time to time in a form and substance acceptable to the HSBC Group. Where possible and permitted, the relevant Agent will endeavour to notify the Issuer hereby acknowledges of the potential for existence of such delegationcircumstances. The Agent shall To the extent permissible by law, neither the Agents nor any member of the HSBC Group will be and remain liable for loss (whether direct or consequential and including, without limitation, loss of profit or interest) or damage suffered by any act party arising out of, or omission committed caused in whole or in part by, any actions that are taken by such delegate, the relevant Agent or any other member of the HSBC Group to the same extent as it would have been liable hereunder had it performed such act or omission itselfcomply with any Relevant Requirement.
Appears in 1 contract
Samples: Agency Agreement (Autoliv Inc)
CONDITIONS OF APPOINTMENT. 19.1 22.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer Trustee for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer Trustee for any interest on profit or other amounts in respect of such money. No money held by any Agent need be segregated except as required by law. Money held by the moneyPrincipal Paying Agent under this Agreement will not be held in accordance with the client money rules of the Financial Conduct Authority.
19.2 22.2 In acting under this Agreement and in connection with the NotesCertificates, each Paying Agent shall act solely as an agent agents of the Issuer Trustee or, in the circumstances set out in Clause 2.4, the Delegate and will not assume any obligations towards or relationship of agency or trust for or with any of the owners Certificateholders.
22.3 No Agent shall exercise any right of set-off or holders lien against the Trustee or any Certificateholders in respect of any moneys payable to or by it under the terms of this Agreement.
22.4 Except as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Trustee, each of the Notes, Coupons Agents shall be entitled to treat the registered holder of any Certificate as the absolute owner for all purposes (whether or Talonsnot the relevant Certificate shall be overdue and notwithstanding any notice of ownership or other writing on the relevant Certificate or any notice of previous loss or theft of the relevant Certificate).
19.3 22.5 Each Paying Agent undertakes to of the Issuer to perform its duties, and Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), and the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents this Agreement or the Conditions against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. .
22.6 Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers (subject to Clause 20.2) at the expense of the Trustee. The opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure .
22.7 The Principal Paying Agent and each Paying Agent undertakes immediately to consult with such advisers on any matter shall not inform the Trustee and the Obligor if it fails to become or ceases to be construed as evidence a Participating FFI.
22.8 Each of the Agent not acting in good faith.
19.5 Each Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement Trustee or any other Agent, or any notice, resolution, direction, consent, certificate, affidavit, statement or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer the Trustee. Where any instruction, request or order is unclear, equivocal or conflicts with the terms of this Agreement or any other instruction, the Issuer as provided in subclause 19.7. No Paying relevant Agent shall be under any obligation entitled to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will seek clarification from the Trustee and shall not be reimbursed under this Agreement and liable for any delay in not acting on the basis of such reasonably held beliefimplementing any request, such Paying Agent shall bear no liability therefororder or instruction.
19.6 22.9 Any Paying Agent and its of the Agents, their officers, directors and employees directors, employees, agents or delegates or controlling persons may become the owner of, and/or or acquire any interest in, any Notes, Coupons or Talons Certificates with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Trustee and the Obligor, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Certificateholders or Coupons or in connection with any other obligations of the Issuer Trustee, as freely as if the Paying such Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Agent with a certified copy 22.10 None of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled under any obligation to treat take any action under this Agreement which it expects will result in any expense or liability accruing to it, the bearer payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
22.11 Notwithstanding anything else herein contained, each Agent may refrain without liability from doing anything that would or might in its reasonable opinion be contrary to any law of any Note state or Coupon as jurisdiction (including but not limited to the absolute owner United States of America or any jurisdiction forming a part of it (whether and England and Wales) or not it is overdue and notwithstanding any notice of ownership directive or writing on it or notice regulation of any previous loss agency of any such state or theft of it)jurisdiction and may without liability do anything which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation.
19.9 22.12 None of the Agents shall have any liability for any stamp duty, tax or other governmental charge that may be imposed in relation to the execution and delivery of this Agreement.
22.13 None of the Agents shall be liable for consequential loss (being loss of business, goodwill, opportunity or profit) or indirect loss of any kind whatsoever.
22.14 The face amount of the Programme may be increased by the Issuer Trustee in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the face amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to 22.15 If:
(a) the Issuer's written consent introduction of or any change in (such consent not to be unreasonably withheld), if or in the Agent’s opinioninterpretation, acting reasonably, it deems it appropriate to delegate administration or application of) any law or regulation made after the date of its roles, duties or obligations under this Agreement to a third partyAgreement; or
(b) any change in the status of the Trustee, the Issuer hereby acknowledges Obligor of the potential composition of the shareholders of the Trustee or the Obligor after the date of this Agreement, obliges the Paying Agent or the Registrar to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Trustee or the Obligor (as the case may be) shall promptly upon the request of the Paying Agent or the Registrar supply or procure the supply of such documentation and other evidence as is reasonably requested by the Paying Agent or the Registrar in order for such delegation. The the Paying Agent shall or Registrar to carry out and be satisfied that it has complied with all necessary "know your customer" or similar checks under all applicable laws and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfregulations.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying Subject as provided in clause 19.3, the Fiscal Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer or the Guarantor for any interest on or other amounts in respect of the money. No money held by any Paying Agent need be segregated except as required by law.
19.2 In acting under this Agreement and in connection with the NotesNotes and the Coupons, each Paying Agent the Agents shall act solely as an agent agents of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Notes or Talonsthe Coupons.
19.3 Each No Paying Agent undertakes shall exercise any right of set-off or lien against the Issuer, the Guarantor or any holders of Notes or Coupons in respect of any moneys payable to or by it under the terms of this Agreement.
19.4 Except as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer or the Guarantor, each of the Agents shall be entitled to perform its duties, treat the holder of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or other writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon).
19.5 The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Notes and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the AgentAgents.
19.4 19.6 The Fiscal Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 Each Paying Agent shall be protected full and shall incur no liability complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of such advisers.
19.7 Each of the Agents shall be protected and shall incur no liability for or in respect of action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer the Issuer or the Guarantor to the Agent in writing or in the form of a fax signed by a director of the Issuer given in accordance with this Agreement or the Guarantor, as the case may be, or any Note or Coupon, or any notice, resolution, direction, consent, certificate, affidavit, statement, facsimile, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer the Issuer or the Guarantor signed by a director of the Issuer or the Guarantor, as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforcase may be.
19.6 19.8 Any Paying Agent and its of the Agents, their officers, directors and directors, employees or controlling persons, may become the owner of, and/or or acquire any interest in, any Notes, Notes or Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor, and may act on, or as depositarydepository, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor, as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may Fiscal Agent shall not be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon under any increase being effected, all references in this Agreement obligation to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate take any of its roles, duties or obligations action under this Agreement which it expects will result in any expense or liability accruing to a third partyit, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegatepayment of which within a reasonable time is not, in its opinion, assured to the same extent as it would have been liable hereunder had it performed such act or omission itselfit.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 23.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money.
19.2 23.2 In acting under this Agreement and in connection with the NotesCovered Bonds, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the NotesCovered Bonds, Receipts, Coupons or Talons.
19.3 23.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement Agreement, (including Schedule 7 9 in the case of the Fiscal Agent)) the Conditions, the Conditions Procedures Memorandum and the Procedures Memorandumapplicable Final Terms, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. 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 9 becomes known to it, it will promptly provide such information to the Fiscal Agent.
19.4 23.4 The Fiscal Agent and the Registrar may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 23.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction or certificate from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 23.6 No Agent will be required to carry out any duty which would be illegal or contrary to any laws applicable to it.
23.7 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any NotesCovered Bonds, Receipts, Coupons or Talons with the same rights that it or he they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Covered Bonds or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 23.8 The Issuer shall provide the Fiscal Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Fiscal Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Fiscal Agent and the Registrar that the person has been authorised.
19.8 23.9 The Issuer hereby covenants with each Agent, that it will provide the Agent with sufficient information that is within its knowledge and not subject to any obligations of confidentiality, about the source and character for US federal tax purposes of any payment to be made by it pursuant to the Transaction Documents, so as to enable the Agent to determine whether or not the it is obliged to deduct any FATCA Withholding.
23.10 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note Bearer Covered Bond, Receipt or Coupon and the registered holder of any Registered Covered Bond, as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 23.11 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 23.12 The Issuer covenants and represents that neither they nor any of their affiliates, subsidiaries, directors or officers:
(i) are the target or subject of any Sanctions enforced by the US Government, (including the OFAC), the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority; and
(ii) will use any payments made pursuant to this Agreement, (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person and as if those Sanctions applied to the Issuer's written consent . Sub-clauses (i) and (ii) above will not apply if and to the extent that they are or would be unenforceable by reason of breach of (i) any provision of Council Regulation (EC) No 2271/96 of 22 November 1996 (or any law or regulation implementing such consent not to be unreasonably withheld)Regulation in any member state of the EEA) or (ii) any similar blocking or anti-boycott law in the United Kingdom or elsewhere. However, if the aforementioned Council Regulation purports to make compliance with any portion of this Clause 23.12 unenforceable by the Issuer, the Issuer will nonetheless take such measures as may be necessary to ensure that it does not use the services in any manner which would cause the Agent and/or Registrar to violate Sanctions applicable to such Agent and/or Registrar.
23.13 Notwithstanding anything in this Agreement to the contrary, the Agent shall not be responsible or liable for any delay or failure to perform under this Agreement or for any losses resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Agent or an affiliate of it (an Agent Affiliate) including without limitation: strikes, work stoppages, acts of war, epidemic, terrorism, acts of God, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or malfunction of utilities, communications or any computer (software or hardware) services, the application of any law or regulation in effect now or in the future, or any event in the country in which the relevant duties under this Agreement are performed, (including, but not limited to, nationalisation, expropriation or other governmental actions, regulation of the banking or securities industry, sanctions imposed at national or international level or market conditions) which may affect, limit, prohibit or prevent the performance in full or in part of such duties until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or in part) and in no event shall the Agent be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by such law, regulation or event provided that this Clause 23.13 shall not apply if such delay or failure to perform occurred, or such losses were suffered or incurred by the Issuer as a result of, the Agent’s opinionor an Agent Xxxxxxxxx’s wilful default, acting reasonablynegligence, it deems it appropriate to delegate any fraud or bad faith or that of its rolestheir respective officers, duties directors or obligations under employees or the material breach by the Agent or an Agent Affiliate of the terms of this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfAgreement.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. No money held by any Paying Agent need be segregated except as required by law.
19.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Paying Agent) agrees that if any information that is required by the Paying Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Paying Agent.
19.4 The Agent may or the Paying Agent may, with the written consent of the Issuer, where legally permissible, and provided that such consent is not unreasonably withheld, consult with reputable and engage legal and other professional advisers with respect to its rights at the expense of the Issuer and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent Issuer, and shall be under entitled to request clarification of any instruction or direction received by it from the Issuer, and to refrain from performing any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefclarification is required until such clarification is received, such Paying Agent shall bear provided that no liability thereforshall arise therefrom.
19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Agent or the Paying Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent or the Paying Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent or the Paying Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject The Paying Agents shall be entitled to take any action or to refuse to take any action which the Paying Agents regard as necessary for it to comply with any applicable law, regulation or fiscal requirement or anti-money laundering to which such Paying Agent are subject.
19.11 Notwithstanding anything in this Agreement to the Issuer's written consent (such consent contrary, the Issuer and the Paying Agents shall not be responsible or liable for any delay or failure to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations perform under this Agreement to a third partyor for any losses resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Issuer, Paying Agents and/or any BNY Mellon affiliate including without limitation: strikes, work stoppages, acts of war, terrorism, epidemic, acts of God, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or malfunction of utilities, communications or any computer (software or hardware) services, the application of any law or regulation in effect now or in the future, or any event in the country in which the relevant duties under this Agreement are performed, (including, but not limited to, nationalisation, expropriation or other governmental actions, regulation of the banking or securities industry, sanctions imposed at national or international level or market conditions) which may affect, limit, prohibit or prevent the performance in full or in part of such duties until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or in part) and in no event shall the Paying Agents be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by such law, regulation or event. Parties to this Agreement shall do or carry out all acts as may be necessary including notifying the other party as soon as possible on a best efforts basis following the occurrence of a force majeure event (where legally permissible) to give effect to this Agreement, without liability resulting therefrom. A copy of all communications relating to the subject matter of this Agreement between the Issuer hereby acknowledges and any Paying Agent (other than the potential for such delegation. The Agent Agent) shall be and remain liable for any act or omission committed by such delegate, sent to the same extent as it would have been liable hereunder had it performed such act or omission itselfAgent.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) except that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall . Moneys held by the Agent need not be liable to account to the Issuer for any interest on the moneysegregated except as required by law.
19.2 21.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 21.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 10 (Additional Duties of the Principal Paying Agent) in the case of the Principal Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required requested by the Principal Paying Agent in order for it to perform the duties set out in Schedule 7 10 (Additional Duties of the Principal Paying Agent) becomes known to it, it will promptly provide such information to the Principal Paying Agent.
19.4 21.4 The Principal Paying Agent and the Registrar may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder rely without any liability on the evidence received and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 21.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
19.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 21.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 21.10 Each party shall within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this clause 21.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality.
21.11 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer's written consent (obligation under this clause 21.11 shall apply only to the extent that such consent not payments are so treated by virtue of characteristics of the Issuer, the Notes, or both.
21.12 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to be unreasonably withheld)make a deduction or withholding from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent’s opinionPrincipal Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant Authority within the time allowed for the amount so withheld or deducted or, acting reasonablyat its option, it deems it appropriate shall reasonably promptly after making such payment return to delegate any of its rolesthe Issuer the amount so deducted or withheld, duties or obligations under this Agreement to a third partyin which case, the Issuer hereby acknowledges shall so account to the potential relevant Authority for such delegationamount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding deemed to be required by Applicable Law for the purposes of this clause 21.12.
21.13 In the event that the Issuer determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to any of the Agents on any Notes, then the Issuer will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and otherwise made in accordance with this Agreement. The Issuer will promptly notify the Agents of any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 21.13.
21.14 The Issuer shall promptly inform the Principal Paying Agent shall be and remain liable for of any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfissuance of VPS Notes.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 22.1 Each Paying Agent shall be entitled to deal with money paid to it by or on behalf of the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money; and
(c) it shall not be obliged to segregate any monies held by it except as may be required under any applicable law.
19.2 22.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons.
19.3 22.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 22.4 The Principal Paying Agent and the Registrar may consult with reputable legal and other professional advisers with respect to its rights at the expense of the Issuer and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 22.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 22.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 22.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
19.8 22.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note Bearer Note, Receipt or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 22.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to 22.10 If:
(a) the Issuer's written consent introduction of or any change in (such consent not to be unreasonably withheld), if or in the Agent’s opinioninterpretation, acting reasonablyadministration or application of) any law or regulation made after the date of this Agreement; or
(b) any change in the status of the Issuer of the composition of the shareholders of the Issuer after the date of this Agreement, it deems it appropriate obliges the Principal Paying Agent or the Registrar to delegate any of its roles, duties comply with "know your customer" or obligations under this Agreement similar identification procedures in circumstances where the necessary information is not already available to a third partyit, the Issuer hereby acknowledges shall promptly upon the potential request of the Principal Paying Agent or the Registrar supply or procure the supply of such documentation and other evidence as is reasonably requested by the Principal Paying Agent or the Registrar in order for the Principal Paying Agent or Registrar to carry out and be satisfied that it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations.
22.11 Notwithstanding any other provision of Condition 4(k) (Benchmark Replacement), if, following the determination of any Successor Rate, Alternative Reference Rate, Adjustment Spread (each as defined in the Conditions) or any Benchmark Amendments, in the Principal Paying Agent's opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under Condition 4(k) (Benchmark Replacement), the Principal Paying Agent shall promptly notify the Issuer thereof and the Issuer (acting in good faith and a commercially reasonable manner) shall direct the Principal Paying Agent in writing as to which alternative course of action to adopt. If the Principal Paying Agent is not promptly provided with such delegation. The direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the Issuer thereof and (other than due to its own negligence, default or fraud) the Principal Paying Agent shall be and remain liable under no obligation to make such calculation or determination shall not incur any liability for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfnot doing so.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money.money.
19.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons.
19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions ) and the Procedures MemorandumConditions, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers. Failure to consult with such advisers on any legal matter shall not be construed as evidence of the Agent not acting in good bad faith.
19.5 The Agent shall be under no obligation to act if it reasonably believes that in so doing it will incur expenses for which it will not be reimbursed thereunder and that in not acting on the basis of such a reasonable belief it shall bear no liability therefore.
19.6 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefor.Issuer.
19.6 19.7 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 19.8 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 19.9 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note Note, Receipt or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 19.10 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 19.11 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 19.11 to the Issuer's written consent extent that: (i) any such consent not form, documentation or other information (or the information required to be unreasonably withheld), if provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the Agent’s opinionreasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 19.11, acting reasonably, it deems it appropriate Applicable Law shall be deemed to delegate include (i) any rule or practice of its roles, duties or obligations under any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a third party, similar nature. In this subclause 19.11 Applicable Law and Authority shall have the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfmeanings set out in subclause 7.12 above.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1
21.1 Each of the Paying Agents, the Transfer Agents, the Exchange Agent and the Registrar shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof; and
(b) that it shall not be liable to account to the Issuer for any interest on the moneythereon.
19.2 In 21.2 Notwithstanding the deposit of any notes with the Agent, in acting under this Agreement hereunder and in connection with the Notes, each of the Paying Agents, the Transfer Agents, the Exchange Agent and the Registrar shall act solely as an agent of the Issuer (or, in the circumstances described in subclause 2.6 above, the Trustee) and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 21.3 Each of the Paying Agents, the Transfer Agents, the Exchange Agent and the Registrar hereby undertakes to the Issuer to perform its such obligations and duties, and shall be obliged to perform the such obligations and duties and only the such obligations and duties, specifically stated in this Agreement as are herein (including Schedule 7 in the case of the Agent), in the relevant Conditions and in the Procedures MemorandumMemorandum specifically set forth, and no implied obligations or duties (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into any of those documents such document against any Paying Agent, Transfer Agent, the Exchange Agent or the Registrar, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) ), the Transfer Agents, the Exchange Agent and the Registrar agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 21.4 The Agent shall not be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
21.5 The Agent, the Paying Agents, the Transfer Agents, the Exchange Agent and the Registrar may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence .
21.6 Each of the Paying Agents, the Transfer Agents, the Exchange Agent not acting in good faith.
19.5 Each Paying Agent and the Registrar shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement (howsoever received) or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer the Issuer.
21.7 Any of the Issuer as provided in subclause 19.7. No Paying Agents, the Transfer Agents, the Exchange Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement or the Registrar and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their respective officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the relevant Paying Agent concerned or Transfer Agent concerned, the Exchange Agent or the Registrar, as the case may be, were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the relevant Paying Agent or Transfer Agent, the Exchange Agent or the Registrar, as the case may be, were not appointed under this Agreementhereunder without regard to the interests of the Issuer and shall be entitled to retain and shall not in anyway be liable to account for any profit made or share of brokerage or remuneration or other amount or benefit received thereby or in connection therewith.
19.7 21.8 The Issuer shall provide the Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement (as referred to in paragraph 2 of Part I of Appendix 1 of the Programme Agreement) and shall notify the Agent and the Registrar immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent and the Registrar that the such person has been authorised.so authorised.
19.8 21.9 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Trustee, the Registrar and each of the Paying Agents shall be entitled to treat the bearer or registered owner of any Note or Coupon as the absolute owner of it thereof (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or notice of any previous loss or theft of itthereof).
19.9 21.10 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any such increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the such increased amount.
19.10 Subject 21.11 The Issuer shall forthwith give notice to the Issuer's written consent (such consent not to be unreasonably withheld), if Agent of any change of the Trustee.
21.12 Nothing in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement shall require the Agent to a third party, assume an obligation of the Issuer hereby acknowledges arising under any provision of the potential for such delegation. listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides FCA).
21.13 The Agent shall be entitled to take any action or to refuse to take any action which the Agent regards as necessary for the Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.
21.14 Each of the Agent and remain liable for each Paying Agent undertakes to inform the Issuer immediately if it ceases to be exempt from FATCA Withholding.
21.15 In relation to any act issue of Subordinated Notes, the Issuer shall notify the Agent, the Registrar and the Trustee if at any time the Issuer gives (i) a Deferral Notice pursuant to Condition 5(a) of the Subordinated Notes that it will not be making a payment of interest in respect of such Subordinated Notes on any Interest Payment Date or omission committed by such delegate, (ii) a notice to the same extent as Noteholders pursuant to Condition 5(a) of the Subordinated Notes that all outstanding Arrears of Interest will be satisfied, such notice to state the Optional Deferred Interest Settlement Date.
21.16 Notwithstanding the flexibility contained in the relevant Conditions, the Issuer agrees that it would have been liable hereunder had it performed such act or omission itselfwill not give notice of more than one Optional Deferred Interest Settlement Date in any calendar month.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantors for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer or the Guarantors for any interest on the money.
19.2 18.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and the Guarantors (and in the circumstances referred to in clause 2.4, the Trustee) and will not assume any obligations or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or TalonsTalons or any other third party.
19.3 18.3 Each Paying Agent undertakes to the Issuer and the Guarantors to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 3 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 3 becomes known to it, it will promptly provide such information to the Agent.
19.4 18.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement Issuer, any Guarantor or the Trustee or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under Issuer, any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on Guarantor or the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforTrustee.
19.6 18.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or any Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or any Guarantor as freely as if the Paying Agent were not appointed under this AgreementAgreement without regard to the interests of the Issuer and shall be entitled to retain and shall not in any way be liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
19.7 18.7 The Issuer and each Guarantor shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.authorised.
19.8 18.8 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Guarantors, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 18.10 Any Paying Agent will only be liable to the Issuer's written consent (such consent not to be unreasonably withheld), if in Issuer and/or the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any Guarantors for Losses arising directly from the performance of its roles, duties or obligations under this Agreement suffered by or occasioned to the Issuer and/or the Guarantors to the extent that such Paying Agent has been negligent, fraudulent or in wilful default in respect of its obligations under this Agreement. Each Paying Agent shall not otherwise be liable for any Losses which may result from anything done or omitted to be done by it in connection with this Agreement. For the avoidance of doubt the failure of a third partyPaying Agent to make a claim for payment of interest and principal on the Issuer, or to inform any other Paying Agent or any clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date in a timely manner (save in the case of actual non-payment), shall not be deemed to constitute negligence, fraud or wilful default on the part of such Paying Agent.
18.11 Losses arising under subclause 18.10 shall be limited to the amount of the Issuer’s and/or the relevant Guarantor’s actual loss (such loss shall be determined as at the date of default of the relevant Paying Agent or, if later, the Issuer hereby acknowledges date on which the potential loss arises as a result of such default) but without reference to any special conditions or circumstances known to such Paying Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Paying Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not such delegation. Paying Agent has been advised of the possibility of such loss or damages.
18.12 The liability of each Paying Agent under subclause 18.10 will not extend to any Losses arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Losses arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action.
18.13 Notwithstanding any other provision of this Agreement, each Paying Agent shall be and remain liable entitled to take any action or to refuse to take any action which such Paying Agent regards as necessary for it to comply with any act applicable law, regulation or omission committed by such delegatefiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.
18.14 None of the Paying Agents shall be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the same extent as it would have been liable hereunder had it performed such act or omission itselfpayment of which within a reasonable time is not, in its opinion, assured to it.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 (1) Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by the Paying Agent need not be segregated except as required by law.
19.2 (2) In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 (3) Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 (4) The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 (5) Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 (6) Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 (7) The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 (8) Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 (9) None of the Paying Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
(10) The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject (11) Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18(11) to the Issuer's written consent extent that: (i) any such consent not form, documentation or other information (or the information required to be unreasonably withheldprovided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. In this subclause 18(11), if "Applicable Law" and "Authority" shall have the meanings set out in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfsubclause 6(12) above.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each 21.1 No Agent shall be responsible to anyone with respect to the validity of this Agreement or the Securities or Coupons or for any act or omission by it in connection with this Agreement or any Security or Coupon except for its own negligence, wilful default or fraud, including that of its officers and employees.
21.2 No Agent shall have any duty or responsibility in the case of any default by the Issuer or the Guarantor in the performance of its obligations under the Conditions or the Trust Deed or, in the case of receipt of a written demand from a Holder or Couponholder, with respect to such default, provided however that immediately on receiving any notice given by a Holder in accordance with Condition 12, the Principal Paying Agent notifies the Issuer, the Guarantor and the Trustee of the fact and furnishes it with a copy of the notice.
21.3 Whenever in the performance of its duties under this Agreement an Agent shall deem it desirable that any matter be established by the Issuer, the Guarantor or the Trustee prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Issuer, the Guarantor or the Trustee and delivered to the Agent and the certificate shall be a full authorisation to the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate.
21.4 Save as provided in clause 7 and in subclause 21.6 below, the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose purposes of this Agreement in the same manner as other money paid to a banker bank by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer or the Guarantor for any interest on or other amounts in respect of the money.
19.2 In 21.5 Save as provided in clause 7, in acting under this Agreement and in connection with the Notes, each Paying Agent Securities and the Coupons the Agents shall act solely as an agent agents of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Securities or TalonsCoupons.
19.3 Each 21.6 No Paying Agent undertakes shall exercise any right of set-off, lien or similar claim against the Issuer, the Guarantor or any holders of Securities or Coupons in respect of any moneys payable to or by it under the terms of this Agreement.
21.7 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer, the Guarantor, the Trustee and each of the Agents shall be entitled to treat the holder of any Security or Coupon as the absolute owner for all purposes (whether or not any payment in respect of the Security or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the Security or Coupon or any notice of previous loss or theft of the Security or Coupon) and shall not be required to obtain any proof thereof as to the Issuer to perform its duties, and identity of the bearer.
21.8 The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Securities and no implied duties or obligations shall be read into any of those documents this Agreement or the Securities against any Paying Agent, the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. .
21.9 Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal any expert or legal, financial and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence .
21.10 Each of the Agent not acting in good faith.
19.5 Each Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction from an authorised officer of the Issuer given in accordance with this Agreement or the Guarantor, the Trustee or any document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer the Issuer, the Guarantor or the Trustee.
21.11 Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefAgents, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any NotesSecurities, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Issuer, the Guarantor or the Trustee, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Securities or Coupons or in connection with any other obligations of the Issuer Issuer, the Guarantor or the Trustee, as freely as if the Paying such Agent were not appointed under this Agreement.
19.7 21.12 The Issuer and the Guarantor shall each provide the Principal Paying Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent that the person has been authorised.
19.8 Except 21.13 None of the Agents shall have any obligation or duty (i) to monitor or inquire as otherwise permitted in to the Conditions or as ordered by a court performance of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of its obligations under the Securities, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Securities has occurred.
21.14 None of the Paying Agents shall be entitled under any obligation to treat the bearer of take any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations action under this Agreement (i) which may be illegal or contrary to a third partyapplicable law or regulation or contrary to any anti money-laundering procedures or know your customer checks or (ii) which it expects will result in any expense, loss, charge or liability accruing to it, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act payment of which or omission committed by such delegateadequate indemnity against which within a reasonable time is not, in its opinion, assured to the same extent as it would have been liable hereunder had it performed such act or omission itselfit.
Appears in 1 contract
Samples: Paying Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by the Agent need not be segregated except as required by law.
19.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, Agent other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 Each Paying Agent undertakes to inform the Issuer as soon as practicable if such Paying Agent is an FFI and fails to become or ceases to be a Participating FFI.
19.5 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 19.6 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written w xxxxxx instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 19.7 Any Paying Agent and its officers, directors directors, affiliates and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 19.8 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 19.9 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 19.10 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The 19.11 No Paying Agent shall be and remain liable for consequential loss (being loss of business, goodwill, opportunity or profit) of any act kind whatsoever.
19.12 The Issuer shall promptly inform the Agent of any issuance of VPS Notes.
19.13 Notwithstanding anything else herein contained, the Agent may refrain without liability from doing anything that would or omission committed by such delegate, might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the same extent as European Union, United States of America or any jurisdiction forming a part of it would have been liable hereunder had it performed and England & Wales) or any directive or regulation of any agency of any such act state or omission itselfjurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money.
19.2 21.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer (and, in the circumstances referred to in subclause 2.7 above, the Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons.
19.3 21.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 4 in the case of the AgentPrincipal Paying Agent and the Registrar), the relevant Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 4 becomes known to it, it will promptly provide such information to the Agent.Principal Paying Agent and the Registrar.
19.4 21.4 The Principal Paying Agent and the Registrar may (at the expense of the Issuer) consult with reputable legal and other professional advisers with respect to its rights the extent reasonably necessary and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document document, certificate or communication which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.Agreement.
19.7 21.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons Authorised Persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised personAuthorised Person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
19.8 21.8 Except as otherwise permitted in the Trust Deed and the relevant Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note Bearer Note, Receipt or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount 21.9 None of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme Agents shall be deemed under any obligation to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate take any of its roles, duties or obligations action under this Agreement (i) which may be illegal or contrary to a third partyapplicable law or regulation or (ii) which it expects will result in any expense, loss, charge or liability accruing to it, the Issuer hereby acknowledges payment of which or adequate indemnity against which within a reasonable time is not, in its opinion, assured to it.
21.10 None of the potential for such delegation. The Agent Agents shall be and remain liable for have any act obligation or omission committed by such delegate, duty (i) to monitor or inquire as to the same extent as it would have been liable hereunder had it performed such act performance of the Issuer of its obligations under the Notes, this Agreement or omission itself.any other relevant documents or
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 21.1 Each of the Paying Agents, the Transfer Agents, the Exchange Agent and the Registrar shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof; and
(b) that it shall not be liable to account to the Issuer or the Guarantor for any interest on the moneythereon.
19.2 In 21.2 Notwithstanding the deposit of any notes with the Agent, in acting under this Agreement hereunder and in connection with the Notes, each of the Paying Agents, the Transfer Agents, the Exchange Agent and the Registrar shall act solely as an agent of the Issuer and the Guarantor (or, in the circumstances described in subclause 2.6 above, the Trustee) and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 21.3 Each of the Paying Agents, the Transfer Agents, the Exchange Agent and the Registrar hereby undertakes to the Issuer and the Guarantor to perform its such obligations and duties, and shall be obliged to perform the such obligations and duties and only the such obligations and duties, specifically stated in this Agreement as are herein (including Schedule 7 in the case of the Agent), in the Conditions and in the Procedures MemorandumMemorandum specifically set forth, and no implied obligations or duties (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into any of those documents such document against any Paying Agent, Transfer Agent, the Exchange Agent or the Registrar, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) ), the Transfer Agents, the Exchange Agent and the Registrar agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 21.4 The Agent shall not be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
21.5 The Agent, the Paying Agents, the Transfer Agents, the Exchange Agent and the Registrar may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence .
21.6 Each of the Paying Agents, the Transfer Agents, the Exchange Agent not acting in good faith.
19.5 Each Paying Agent and the Registrar shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or the Guarantor (howsoever received) or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer the Issuer or the Guarantor.
21.7 Any of the Issuer as provided in subclause 19.7. No Paying Agents, the Transfer Agents, the Exchange Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement or the Registrar and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their respective officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the relevant Paying Agent concerned or Transfer Agent concerned, the Exchange Agent or the Registrar, as the case may be, were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the relevant Paying Agent or Transfer Agent, the Exchange Agent or the Registrar, as the case may be, were not appointed under this Agreementhereunder without regard to the interests of the Issuer or the Guarantor and shall be entitled to retain and shall not in any way be liable to account for any profit made or share of brokerage or remuneration or other amount or benefit received thereby or in connection therewith.
19.7 21.8 The Issuer and the Guarantor shall each provide the Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement (as referred to in paragraph 2 of Part I of Appendix A of the Programme Agreement) and shall notify the Agent and the Registrar immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent and the Registrar that the such person has been so authorised.
19.8 21.9 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Guarantor, the Trustee, the Registrar and each of the Paying Agents shall be entitled to treat the bearer or registered owner of any Note or Coupon as the absolute owner of it thereof (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or notice of any previous loss or theft of itthereof).
19.9 21.10 The amount of the Programme may be increased by the Issuer and the Guarantor in accordance with the procedure set out in the Programme Agreement. Upon any such increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the such increased amount.
19.10 Subject 21.11 The Issuer and the Guarantor shall forthwith give notice to the Issuer's written consent (such consent not to be unreasonably withheld), if Agent of any change of the Trustee.
21.12 Nothing in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement shall require the Agent to a third party, assume an obligation of the Issuer hereby acknowledges or the potential for such delegation. Guarantor arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides FCA).
21.13 The Agent shall be entitled to take any action or to refuse to take any action which the Agent regards as necessary for the Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.
21.14 Each of the Agent and remain liable for any act or omission committed by such delegate, each Paying Agent undertakes to inform the same extent as Issuer and the Guarantor immediately if it would have been liable hereunder had it performed such act or omission itselfceases to be exempt from FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the relevant Issuer (or, if applicable, in default, the Guarantor) for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the relevant Issuer or the Guarantor for any interest on the money; and
(c) that it need not be segregated save as required by law.
19.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the relevant Issuer and, if applicable, the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons.
19.3 Each Paying Agent undertakes to each Issuer and the Issuer Guarantor to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 5 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of each Issuer and/or the Issuer given in accordance with this Agreement Guarantor, if applicable, or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the relevant Issuer and/or the Guarantor, as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforcase may be.
19.6 Any Paying Agent and its affiliates, officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Issuers or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer Issuers or the Guarantor as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer Issuers and the Guarantor shall provide the Agent with a certified copy of the list of persons authorised to execute such documents and take action on Information as it may require from time to time to perform its behalf in connection with duties and obligations under this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorisedagreement.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuers, the Guarantor and each of the Paying Agents shall be entitled to treat the bearer of any Note Note, Receipt or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each 21.1 Save as provided in clause 7 and in subclause 21.3 of this clause, the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer Issuers or the Guarantors for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer Issuers or the Guarantors for any interest on or other amounts in respect of the money. No money held by any Paying Agent need be segregated except as required by law.
19.2 In 21.2 Save as provided in clause 7, in acting under this Agreement and in connection with the Notes, each Notes and the Coupons the Paying Agent Agents shall act solely as an agent agents of the Issuer Issuers and the Guarantors and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Notes or Talonsthe Coupons.
19.3 Each 21.3 No Paying Agent undertakes shall exercise any right of set-off or lien or combination of accounts against any of the Issuers, any of the Guarantors or any holders of Notes or Coupons in respect of any moneys payable to or by it under the Issuer terms of this Agreement.
21.4 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuers or the Guarantors with the approval of the Trustee, each of the Paying Agents shall be entitled to perform its duties, treat the holder of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or other writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon).
21.5 The Paying Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Notes and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Paying Agent, Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. .
21.6 The Principal Paying Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
21.7 Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction written instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement Issuers or the Guarantors, the Trustee or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on parties or upon written instructions from an authorised officer the Issuers, the Guarantors or the Trustee.
21.8 Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefAgents, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Notes or Coupons or Talons with the same rights rights, that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Issuers, the Guarantors or the Trustee, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer Issuers or the Guarantors, as freely as if the Paying Agent were not appointed under this Agreement.
19.7 21.9 The Issuer Principal Paying Agent shall provide the Agent with a certified copy of the list of persons authorised not be under any obligation to execute documents and take any action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement which it expects will result in any expense or liability accruing to a third partyit, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegatepayment of which within a reasonable time is not, in its opinion, assured to the same extent as it would have been liable hereunder had it performed such act or omission itselfit.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 19.1 Each Paying 18.1 Save as provided in clause 18.3, the Fiscal Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose purposes of this Agreement in the same manner as other money paid to a banker bank by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer or the Guarantor for any interest on the or other amounts in respect of such money. No money held by any Paying Agent need be segregated except as required by law.
19.2 18.2 In acting under this Agreement and in connection with the Notes, each Notes and the Coupons the Paying Agent Agents shall act solely as an agent agents of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners Noteholders or the Couponholders.
18.3 No Paying Agent shall exercise any right of set-off or lien against the Issuer, the Guarantor or any holders of Notes or Coupons in respect of any moneys payable to or by it under the Notes, Coupons or Talonsterms of this Agreement.
19.3 Each 18.4 Except as otherwise required by law, each of the Paying Agent undertakes Agents shall be entitled to treat the holder of any Note or Coupon as the absolute owner for all purposes (whether or not any payment in respect of the relevant Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon) and shall not be required to obtain any proof thereof as to the Issuer to perform its duties, and identity of such bearer.
18.5 The Paying Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Notes and no implied duties or obligations (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into any of those documents this Agreement or the Notes against any the Paying Agent, Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. faith.
18.6 Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal any expert or legal, financial and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence .
18.7 Each of the Agent not acting in good faith.
19.5 Each Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or the Guarantor or any document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer the Issuer or the Guarantor.
18.8 Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefAgents, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Notes or Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor, and may act on, or as depositary, trustee or agent for, any committee or body of holders of the Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor, as freely as if the such Paying Agent were not appointed under this Agreement, without regard to the interests of the Issuer or the Guarantor and shall be entitled to retain and shall not in any way be liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each 18.9 None of the Paying Agents shall be entitled under any obligation to treat take any action under this Agreement (i) which may be illegal or contrary to applicable law or regulation, or the bearer rules, operating procedures or market practice of any Note relevant stock exchange or Coupon as other market or clearing system or (ii) which it expects will result in any expense, loss, charge or liability accruing to it, the absolute owner payment of it (whether which or not it adequate indemnity against which within a reasonable time is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of not, in its opinion, assured to it).
19.9 The amount 18.10 None of the Programme may be increased by Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer in accordance of its obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
18.11 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the procedure set out relevant other party reasonably promptly in the Programme Agreement. Upon event that it becomes aware that any increase being effectedof the forms, all references documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Agreement clause 18.11 to the amount extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the Programme purposes of this clause 18.11, Applicable Law shall be deemed to be references include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a similar nature. Applicable Law and Authority shall have the increased amountmeanings set out in clause 4.5 above.
19.10 Subject 18.12 Nothing in this Agreement shall require the Fiscal Agent to assume an obligation of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the FCA or PRA).
18.13 The Fiscal Agent is authorised by the PRA and regulated by the FCA and PRA. Nothing in this Agreement shall require the Fiscal Agent to carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets Xxx 0000 (Regulated Activities) Order 2001, or to lend money to the Issuer's written consent (such consent .
18.14 The Fiscal Agent shall not be responsible to be unreasonably withheld)anyone with respect to the legality of this Agreement or the validity or legality of the Notes or Coupons.
18.15 In the case of any default by the Issuer or the Guarantor, if the Fiscal Agent shall have no duty or responsibility in the Agentperformance of the Issuer’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfConditions.
Appears in 1 contract
Samples: Agency Agreement (Autoliv Inc)
CONDITIONS OF APPOINTMENT. 19.1
22.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer or any Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer or the Guarantors for any interest on the money.
19.2 22.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer Issuer, the Guarantors (and, in the circumstances referred to in sub-clause 2.6 above, the Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 22.3 Each Paying Agent undertakes to the Issuer and the Guarantors to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 4 in the case of the AgentPrincipal Paying Agent and the Registrar), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 4 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar.
19.4 22.4 The Principal Paying Agent and the Registrar may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 22.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any Guarantor or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an the Issuer or any Guarantor.
22.6 If any Agent is requested to act on instructions or directions delivered by fax, email or any other unsecured method of communication or any instructions or directions delivered through BNY Mellon Connect, CIDD, Nexen or any alternative electronic platform used to submit instructions, the Agent shall have:
(a) No duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, a person authorised officer to give instructions or directions on behalf of the Issuer; and
(b) No liability for any losses, liabilities, costs or expenses incurred or sustained by the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis a result of such reasonably held belief, reliance upon or compliance with such Paying Agent shall bear no liability thereforinstructions or directions.
19.6 22.7 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or any of the Guarantors and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantors as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The 22.8 Each of the Issuer and the Guarantors shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorisedauthorised.
22.9 Each party shall provide to the Agents such additional information as is necessary for the purposes of their roles as agents, subject to such confidentiality provisions as the Issuer may in its sole discretion determine.
19.8 22.10 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, each Guarantor, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount 22.11 None of the Programme Agents shall be under any obligation to take any action under this Agreement
(i) which may be increased illegal or contrary to applicable law or regulation or internal polices relating to ‘Know Your Client’ and anti-money laundering or (ii) which it expects will result in any expense, loss, charge or liability accruing to it, the payment of which or adequate indemnity against which within a reasonable time is not, in its opinion, assured to it.
22.12 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer or any of the Guarantors of its respective obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
22.13 No Agent shall be liable in respect of anything done, omitted or suffered by it in reliance on any facsimile, email communication, instruction in writing, certificate, bond or other document reasonably believed by it to be genuine and to have been signed by the proper parties or on information to which it should properly have regard and reasonably believed by it to be genuine and to have been originated by the proper parties. The Agents can rely upon and comply with instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods (“Electronic Methods”) by persons believed by the Agent to be Authorised Persons of the Issuer or the relevant Guarantor (“Authorised Person” means any person who is designated in writing by the Issuer or the relevant Guarantor from time to time to give instructions to any of the Agents under the terms of this Agreement). Except as set for the below with respect to funds transfers and above, no Agent shall have any duty or obligation to verify or confirm that the person who sent such instructions or directions is, in accordance fact, a person authorised to give instructions or directions on behalf of the Issuer or the relevant Guarantor (other than to verify that any signature on such communication is the signature of a person authorised to give instructions and directions on behalf of the Issuer or the relevant Guarantor); and no Agent shall have liability for any losses, liabilities, costs or expenses incurred or sustained by the Issuer or any Guarantor as a result of such reliance upon or compliance with such instructions or directions. Each of the procedure set Issuer and the Guarantors agrees to assume all risks arising out in of the Programme Agreement. Upon any increase being effected, all references in this Agreement use of Electronic Methods to submit instructions and directions to the amount Agents, including, without limitation, the risk of the Programme shall be deemed to be references to Agents acting on unauthorised instructions, and the increased amount.
19.10 Subject to risk of interception and misuse by third parties, except as may result from the Issuer's written consent (such consent not to be unreasonably withheld), if in the relevant Agent’s opinionfraud, acting reasonably, it deems it appropriate to delegate any of its roles, duties gross negligence or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfwilful default.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money.
19.2 18.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons.
19.3 18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 18.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 18.6 Any Paying Agent and its officers, directors directors, affiliates and employees may become the owner of, and/or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note Note, Receipt or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 18.10 The Issuer shall promptly inform the Agent of any issuance of VPS Notes.
18.11 Under no circumstances shall any of the Paying Agents be liable to the IssuerIssuer or any other party to this Agreement for any consequential loss or damage (being loss of business, goodwill, opportunity or profit), even if advised of the possibility of such loss or damage.
18.12 Each party shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or any Notes as that other party reasonably requests for the purposes of that other party's written consent compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 18.12 to the extent that: (i) any such consent not form, documentation or other information (or the information required to be unreasonably withheld), if provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the Agent’s opinionreasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Clause 18.12, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and remain liable for (iii) any act or omission committed agreement between any Authority and any party that is customarily entered into by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfinstitutions of a similar nature.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each 11.1 The Paying Agent shall (a) hold all sums received from the Issuer in accordance with this Agreement and the Indenture for payment of principal of or any premium or interest on the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be entitled to deal with money paid to it such Persons or otherwise disposed of as provided in this Agreement and the Indenture; (b) give the Trustee notice of any default by the Issuer for (or any other obligor upon the purpose of this Agreement Notes) in the same manner as other money paid making of any payment of principal of or premium or interest on the Notes; and (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to a banker the Trustee all sums held by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in trust for payment in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the moneyNotes.
19.2 11.2 No monies held by the Paying Agent need be segregated except as required by law.
11.3 In acting under this Agreement and in connection with the Notes, each the Paying Agent, Transfer Agent and Registrar shall act solely as an agent of the Issuer and will and, save solely in respect of its obligations under clause 11.1 hereof, shall not assume have any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Notes or Talonsthe Trustee.
19.3 Each 11.4 The Paying Agent, Transfer Agent undertakes to the Issuer to perform its duties, and Registrar shall be obliged to perform the such duties and only the duties, such duties as are specifically stated set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no Agreement. No implied duties or obligations shall be read into any of those documents against any such document. The Paying Agent, other than the duty to act honestly Transfer Agent and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter Registrar shall not be construed as evidence of obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the date hereof to any relevant documents (including, without limitation, the Indenture), unless it shall have previously agreed to perform such duties. The Paying Agent, Transfer Agent and Registrar shall not acting in good faith.
19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if take any action hereunder which any party expects, and has thus notified the Issuer in writing, will result in any expense or liability of such Paying Agent, Transfer Agent reasonably believes that or Registrar, the payment of which within a reasonable time is not, in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefits opinion, such Paying Agent shall bear no liability thereforassured to it.
19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 11.5 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulationslaw, the Issuer and each of the Paying Agents Agent shall be entitled to treat the bearer holder of any Note or Coupon (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner of it thereof for all purposes (whether or not it is overdue and notwithstanding any notice to the contrary or any notice of ownership ownership, trust or any interest in it, any writing on it it, or notice of its theft or loss) and shall not be required to obtain any previous loss proof thereof or theft of it).
19.9 The amount as to the identity of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amountbearer or holder.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 19.1 22.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money.
19.2 22.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and, for the purposes of subclause 2.4, the Trustee and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 22.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 4 in the case of the Principal Paying Agent), the Trust Deed, the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. 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 7 3 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
19.4 22.4 The Principal Paying Agent and the Registrar may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers provided that the Principal Paying Agent and the Registrar will where reasonably practicable consult with the Issuer prior to taking such advisers on any matter shall not be construed as evidence of the Agent not acting in good faithaction.
19.5 22.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given or (in accordance with this Agreement the circumstances specified in subclause 2.4) the Trustee or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on or the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforTrustee.
19.6 22.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 22.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its their behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been so authorised.
19.8 22.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulationsregulations or as otherwise provided in the Conditions or the Trust Deed, the Issuer Issuer, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 22.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 22.10 The Principal Paying Agent shall, upon request from the Issuer, the Trustee or any Dealer, inform such person of the aggregate nominal amount of Notes, or Notes of any particular Series, then outstanding at the time of such request.
22.11 Each Agent shall, forthwith on demand, upon the Issuer being discharged from their respective obligations to make payments in respect of any Notes under the Conditions (and provided that there is no outstanding bona fide and proper claim in respect of any such payments) pay to the Issuer's written consent Issuer sums equivalent to any outstanding amounts paid to it by the Issuer in respect of such Notes.
22.12 No provision of this Agreement or the Conditions shall oblige any Agent to take any action which (i) is contrary to applicable law or regulation or (ii) may cause such consent not Agent to expend or risk its own funds or otherwise incur any expense or liability, the repayment of which within reasonable time is not, in its opinion (acting reasonably), assured to it.
22.13 No Agent shall be under any obligation to monitor or supervise the function of any other person under any transaction agreement or under the Notes or any other document relating to the transactions herein or therein contemplated except as specifically so provided in such documents and shall be entitled in the absence of actual knowledge of a breach of obligation to assume that each such person is properly performing and complying with its obligations.
22.14 Each Agent shall be entitled to deduct any amount required to be unreasonably withheld), if in deducted as a result of any FATCA Withholding and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding.
22.15 Upon the reasonable and good faith request of the Principal Paying Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegateshall, to the same extent it is reasonably able to do so, provide (as soon as reasonably practicable) the Principal Paying Agent with information necessary to enable it to determine whether or not it is obliged, in respect of any payments to be made by it pursuant to this Agreement, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretations thereof. Notwithstanding the above, the Issuer shall be under no obligation to pass on any such information if doing so would have been liable hereunder had it performed such act breach any provision of applicable law or omission itselfregulation which the Issuer is bound to comply with.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money; and
(c) money held by it need not be segregated except as required by law.
19.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons.
19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note Note, Receipt or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money.
19.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
19.11 Each of the Paying Agents and the Issuer undertake to respect and protect the confidentiality of all information acquired as a result of or pursuant to this Agreement and will not, without the other parties’ prior written consent, disclose any such information to a third party, unless it is required to do so by any applicable law or regulation or is specifically authorised to do so hereunder or by any separate agreement, especially where the provision of such information is the object or part of the service to by provided by the relevant Paying Agent. In order to provide its services to the Issuer and to satisfy legal obligations it is subject to, each Paying Agent will process (in particular, without being limited to, by collecting, recording, organising, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or otherwise making available to third parties) data relating to the Issuer (including, without being limited to the Issuer's name, address, occupation, nationality, corporate form, etc.). The Issuer may freely refuse to provide any Paying Agent with this information and thus prevent the relevant Paying Agent from using these data-processing systems. However, such a refusal will be an obstacle preventing the start or continuation of business relations between the Issuer and the relevant Paying Agent. The Agent will only ask for the information needed to fulfil its obligations and provide the Issuer with its services. The Issuer may, at its request, access the data relating to it and will be entitled to have it amended. The data will be kept for the period which the relevant Paying Agent is required to keep it by law. The Issuer expressly authorises the transfer of data to third parties or to the head office of each Paying Agent (or any other person providing services to such Paying Agent) if such transmission is required to allow such Paying Agent to provide its services to the Issuer or to satisfy legal obligations it or such third party is subject to. The Issuer expressly authorises such transfer, including, to the extent relevant, any transfer to third parties established outside the European Communities.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 22.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money;
(c) that it shall not be required to segregate such money except as required by law; and
(d) that it shall not be subject to the FCA Client Money Rules (set out in Chapter 7 of the CASS Sourcebook of the FCA Handbook of Rules and Guidance).
19.2 22.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 22.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and the Procedures Memorandum, and no implied duties or obligations (including without limitation any duties or obligations of a fiduciary or equitable nature) shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The 22.4 Each Agent may consult at the cost of the Issuer with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers of their own choosing shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 22.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under and may assume that any obligation person purporting to act if give any such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefordocument or instruction has been duly authorised to do so.
19.6 22.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this AgreementAgreement and need not account to any person for any profit.
19.7 22.7 The Issuer shall provide the Agent Agents with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately Agents as soon as reasonably practicable in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent Agents that the person has been authorised.
19.8 22.8 Notwithstanding anything else herein contained, an Agent may refrain without liability from doing anything that would or might in its reasonable opinion be contrary to any law of any state or jurisdiction (including but not limited to the United States of America or any jurisdiction forming a part of it and England and Wales), any directive or regulation of any agency of any such state or jurisdiction or the rules, operating procedures or market practice of any relevant Stock Exchange or other market or clearing system and may without liability do anything which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation.
22.9 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount 22.10 Each Agent may, in connection with the services hereunder, assume that the terms of the Programme may be increased Global Note and each Definitive Note are correct.
22.11 If the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement obliges the Principal Paying Agent or the Registrar to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Issuer or shall promptly upon the request of the Principal Paying Agent or the Registrar use its reasonable endeavours to supply or procure the supply of such documentation and other evidence as is reasonably requested by the Principal Paying Agent or the Registrar in order for the Principal Paying Agent or Registrar to carry out and be satisfied that it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations.
22.12 The Issuer shall not:
(a) contribute or otherwise make available all or any part of the proceeds of any issuance of the Notes, directly or indirectly, to any individual or entity for the purpose of financing the activities or business of, other transactions with, or investments in, any person; or
(b) otherwise engage in accordance any transaction, activity or conduct, involving or for the benefit of any person who is located in or incorporated under the laws of, or is owned or controlled by, directly or indirectly, or is acting on behalf of, a person or entity located in or organised under the laws of a country or territory that is the subject of any sanctions administered by any governmental entity including any United States sanctions administered by the United States Office of Foreign Assets Control ("OFAC"), the United States Department of State, Her Majesty's Treasury, the European Union or the United Nations or any other similar international organisation (together, the "Sanctions Authorities"), including but not limited to any list of restricted entities, persons or organisations maintained by any such governmental entity, the European Union, the United Kingdom or the United Nations or similar international organisation ("International Sanctions") or is otherwise the target of International Sanctions ("target of International Sanctions" signifying a person with whom a US person or other person subject to the procedure set out jurisdiction of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities); or which would, or which could reasonably be expected to, result in the Programme Agreement. Upon Issuer or any increase being effected, all references in Agent violating or becoming the target of any International Sanctions.
22.13 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 22.11 to the amount extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the Programme purposes of this Clause 22.11, "Applicable Law" shall be deemed to be references include (i) any rule or practice of any Authority by which any party to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfsimilar nature.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money.
19.2 21.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons.
19.3 21.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 11 in the case of the Fiscal Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. 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 11 becomes known to it, it will promptly provide such information to the Fiscal Agent.
19.4 21.4 The Fiscal Agent and the Registrar may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it or he he/she would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 21.7 The Issuer shall provide the Fiscal Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall shall, prior to the issue of any further Tranche of Notes, notify the Fiscal Agent immediately and the Registrar promptly in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Fiscal Agent and the Registrar that the person has been authorised.
19.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note Bearer Note, Receipts, or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 21.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to 21.10 Notwithstanding the Issuer's written consent (such consent not to be unreasonably withheldprovisions of Condition 6.7(I)(d), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The no Paying Agent shall be obliged to concur with the Issuer in respect of any Benchmark Amendments which, in the sole opinion of such Paying Agent, acting reasonably and remain liable for in good faith, would impose more onerous obligations upon it or expose it to any act additional duties, responsibilities or omission committed by such delegateliabilities, or reduce or amend the protective provisions afforded to the same extent as it would have been liable hereunder had it performed such act or omission itselfin this Agreement.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 (1) Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof; and
(b) that it shall not be liable to account to the Issuer for any interest on the moneythereon.
19.2 (2) In acting under this Agreement hereunder and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons.
19.3 (3) Each Paying Agent hereby undertakes to the Issuer to perform its such obligations and duties, and shall be obliged to perform the such duties and only the such duties, specifically stated in this Agreement as are herein (including Schedule 7 6 in the case of the Agent), in the Conditions and in the Procedures MemorandumMemorandum specifically set forth, and no implied duties or obligations shall be read into any of those documents such document against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 6 becomes known to it, it will promptly provide such information to the Agent.
19.4 (4) The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 (5) Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 (6) Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreementhereunder.
19.7 (7) The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the such person has been so authorised.
19.8 (8) Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note Note, Receipt or Coupon as the absolute owner of it thereof (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or notice of any previous loss or theft of itthereof).
19.9 (9) The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any such increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the such increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
Appears in 1 contract
Samples: Agency Agreement (International Lease Finance Corp)
CONDITIONS OF APPOINTMENT. 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a1) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money.
19.2 In acting under this Agreement hereunder and in connection with the NotesRelevant Physical Delivery Securities, each Paying the Delivery Agent shall act solely as an agent of the Issuer and will the Guarantor, and shall not assume thereby any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Relevant Physical Delivery Securities or Talonsthe receipts or coupons (if any) appertaining thereto (the “Receipts” and the “Coupons,” respectively).
19.3 Each Paying (2) In relation to each issue of Relevant Physical Delivery Securities, the Delivery Agent hereby undertakes to the Issuer and the Guarantor to perform its such obligations and duties, and shall be obliged to perform the such duties and only the duties, specifically stated in this Agreement (including Schedule 7 such duties as are herein and in the case of the Agent), the Terms and Conditions and the Procedures Memorandumspecifically set forth, and no implied duties or obligations shall be read into this Agreement or the Terms and Conditions against the Delivery Agent. If the Terms and Conditions are amended on or after a date on which the Delivery Agent accepts any of those documents against any Paying appointment in a way which affects the duties expressed to be performed by the Delivery Agent, the Delivery Agent shall not be obliged to perform such duties as so amended unless it has delivered to the Issuer and to the Guarantor its prior written consent to the relevant amendment.
(3) The Delivery Agent may consult with legal and other than professional advisers, and the duty to act honestly written opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult accordance with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 Each Paying (4) The Delivery Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer of the Issuer (or the Guarantor, as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforapplicable).
19.6 Any Paying Agent (5) The Delivery Agent, and any of its officers, directors and employees employees, may become the owner of, and/or or acquire any interest in, any NotesSecurities, Receipts or Coupons or Talons (if any) with the same rights that it or he would have had if the Paying Delivery Agent concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer Issuer, the Guarantor and any of their respective affiliates, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Securities or Coupons (if any) or in connection with any other obligations of the Issuer Issuer, the Guarantor and any of their respective affiliates as freely as if the Paying Delivery Agent were not appointed under this Agreementhereunder.
19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money.
19.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Notes Coupons or Talons.
19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent Agent, at the expense of the Issuer, may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on and, provided that the Agent shall have exercised reasonable care in the selection of any such adviser, the opinion of the advisers shall be full and complete protection in respect of any such action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers. Failure to consult with such advisers on any matter shall not in itself be construed as evidence of the Agent not acting in good faith.
19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Notes Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to The Issuer shall promptly inform the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate Agent of any issuance of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfVPS Notes.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker banker, and as such not in compliance with the FCA Client Money Rules, by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money.; and
19.2 (c) money held by it need not be segregated except as required by law
21.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations fiduciary duty or other obligation towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 21.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 21.4 The Fiscal Agent and the Registrar may consult with reputable legal any legal, financial and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 21.5 Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes believes, acting in good faith, to be genuine and to have been delivered delivered, signed or sent by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 21.6 Any Paying Agent and its officers, directors and employees directors, employees, agents, delegates or controlling persons may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or any other transaction party and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Notes, Coupons or Coupons Talons or in connection with any other obligations of the Issuer or any other transaction party as freely as if the Paying Agent were not appointed under this Agreement.
19.7 21.7 None of the Agents shall be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it.
21.8 The Issuer shall provide the Fiscal Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorisedAgreement.
19.8 21.9 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 21.10 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to 21.11 In the event that an Agent receives conflicting, unclear or equivocal instructions from the Issuer's written consent (such consent , it shall as soon as practicable clarify these instructions with the Issuer. The relevant Agent shall be entitled not to be unreasonably withheld), if in take any action until such instructions have been resolved or clarified by the Issuer to the Agent’s satisfaction and the relevant Agent shall not be or become liable to the Issuer for any failure to comply with any such conflicting, unclear or equivocal instructions of the Issuer.
21.12 Notwithstanding anything else herein contained, an Agent may refrain without liability from doing anything that would or might in its opinion, acting reasonablyin good faith, be contrary to any law of any state or jurisdiction (including but not limited to the European Union, the United States of America, or in each case, any jurisdiction forming a part of it deems and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.
21.13 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it appropriate to delegate becomes aware that any of its rolesthe forms, duties documentation or obligations under this Agreement to a third partyother information provided by such party is (or becomes) inaccurate in any material respect; provided, the Issuer hereby acknowledges the potential for such delegation. The Agent however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 21.13 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and remain liable for any act or omission committed cannot be obtained by such delegate, to party using reasonable efforts; or (ii) doing so would or might in the same extent as it would have been liable hereunder had it performed reasonable opinion of such act party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or omission itself(c) duty of confidentiality.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying 20.1 Subject as provided in subclause 20.3, the Fiscal Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer or the Guarantor for any interest on or other amounts in respect of the money. No money held by any Paying Agent need be segregated except as required by law.
19.2 20.2 In acting under this Agreement and in connection with the Notes, each Paying Agent Notes and the Coupons the Agents shall act solely as an agent agents of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Notes or Talonsthe Coupons.
19.3 Each 20.3 No Paying Agent undertakes shall exercise any right of set-off or lien against the Issuer, the Guarantor or any holders of Notes or Coupons in respect of any moneys payable to or by it under the terms of this Agreement.
20.4 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer or the Guarantor, each of the Agents shall be entitled to perform its duties, treat the holder of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or other writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon).
20.5 The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Notes and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any Paying Agent, the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 20.6 The Fiscal Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult the advisers shall be full and complete protection in respect of action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 20.7 Each Paying Agent of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or the Guarantor or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on parties or upon written instructions from an authorised officer the Issuer or the Guarantor.
20.8 Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefAgents, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Notes or Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor, as freely as if the Paying Agent were not appointed under this Agreement.
19.7 20.9 The Issuer Fiscal Agent shall provide the Agent with a certified copy of the list of persons authorised not be under any obligation to execute documents and take any action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement which it expects will result in any expense or liability accruing to a third partyit, the Issuer hereby acknowledges payment of which within a reasonable time is not, in its opinion, assured to it.
20.10 The obligations of the potential for such delegation. The Agent shall be Agents hereunder are several and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfnot joint.
Appears in 1 contract
Samples: Agency Agreement (Kellogg Co)
CONDITIONS OF APPOINTMENT. 19.1 Each 20.1 Save as provided in Clause 7 and in sub-clause 20.3 of this clause, the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it and such moneys shall not exercise any right of set-off, lien or similar claim be held in respect accordance with the client money rules of the money; and
(b) that it Financial Conduct Authority and shall not be liable to account to the Issuer for any interest on or other amounts in respect of the money. No money held by any Paying Agent need be segregated except as required by law.
19.2 In 20.2 Save as provided in Clause 7, in acting under this Agreement and in connection with the NotesSecurities and the Coupons, each Paying Agent the Agents shall act solely as an agent agents of the Issuer and will not assume any obligations towards or relationship of agency or trust or fiduciary duty for or with any of the owners or holders of the Notes, Coupons Securities or Talonsthe Coupons.
19.3 Each 20.3 No Paying Agent undertakes to shall exercise any right of set-off or lien against the Issuer or any holders of Securities or Coupons in respect of any moneys payable to perform its dutiesor by it under the terms of this Agreement.
20.4 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer with the approval of the Trustee, each of the Agents shall be entitled to treat the holder of any Security or Coupon as the absolute owner for all purposes (whether or not the Security or Coupon shall be overdue and notwithstanding any notice of ownership or other writing on the Security or Coupon or any notice of previous loss or theft of the Security or Coupon).
20.5 The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Securities and no implied duties or obligations shall be read into any of those documents this Agreement or the Securities against any Paying Agent, the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 20.6 The Principal Paying Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult the advisers shall be full and complete protection in respect of action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 20.7 Each Paying Agent of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction notices, instruction, information, report, request or order from an authorised officer of the Issuer given in accordance with this Agreement Issuer, the Trustee or any document which it reasonably believes acting in good faith to be genuine and to have been delivered by the proper party or on parties or upon written instructions from an authorised officer the Issuer or the Trustee. The Issuer shall provide additional information to the Agents upon request.
20.8 Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefAgents, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Securities or Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Trustee, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Securities or Coupons or in connection with any other obligations of the Issuer Issuer, as freely as if the Paying Agent were not appointed under this Agreement.
19.7 20.9 The Issuer Principal Paying Agent shall not be under any obligation risk or expend its own funds or to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it.
20.10 Each party shall provide as soon as reasonably practicable on request to any Agent such information as it shall reasonably require for the Agent with a certified copy purpose of the list discharge or exercise of persons authorised its duties herein.
20.11 No Agent shall be under any obligation to execute documents and take action on its behalf in connection with this Agreement and shall notify monitor or supervise, enquire about or satisfy itself as to the Agent immediately in writing if functions or act of any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer parties and each of the Paying Agents shall be entitled to treat assume, in the bearer absence of express notice in writing to the contrary, that each other party is properly performing and complying with its obligations under the documents to which it is party and that no event has occurred whereby the Securities have become due and payable. No
20.12 No Agent shall be obliged to do anything that would or might in its reasonable opinion be contrary to any law of any Note jurisdiction or Coupon as any directive or regulation of any agency of any state or any internal policy relating to “know your customer” requirements or anti-money laundering or which would or might otherwise render it liable to any person or cause it to act in a manner which might prejudice its interests and may do anything which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation or internal policy.
20.13 Each Agent may employ and pay an agent or delegate selected by it to transact or conduct, or concur in transacting or conducting, any business or to do or concur in doing all acts required to be done by that Agent and, provided that the absolute owner Agent shall have exercised reasonable care in the selection of any such agent or delegate, the Agent shall not be in any way responsible for any liability incurred by reason of any misconduct or default on the part of any such agent or delegate or be bound to supervise the proceedings or acts of any such agent or delegate.
20.14 Whenever in the performance of its duties under this Agency Agreement or the Conditions, an Agent shall deem it (whether reasonably desirable that any matter be established by the Issuer or any other party prior to taking any action or refraining from any action of suffering any action under this Agency Agreement, the matter shall be deemed to be conclusively established by a certificate signed by two directors of the Issuer or the Trustee and delivered to the relevant Agent and the certificate shall be a full authorisation to such Agent for any action taken or not taken or suffered in good faith by it is overdue and notwithstanding under the provisions of this Agreement in reliance upon the certificate.
20.15 Notwithstanding anything to the contrary in the Trust Deed or the Agency Agreement, the Agents shall not be liable to any notice person for any matter or thing done or omitted in any way in connection with the Trust Deed or Agency Agreement save in relation to its own negligence, wilful misconduct or fraud or that of ownership its directors, officers or writing on employees or any of them, or the material breach by it or notice of any previous loss or theft the terms of itthis Agreement (other than a breach of the terms of this Agreement caused by events beyond the reasonable control of the Agents).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references 20.16 Notwithstanding anything in this Agreement to the amount of contrary, the Programme Agents shall not be deemed responsible or liable for any delay or failure to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations perform under this Agreement to a third partyor for any losses resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Agents including without limitation: strikes, work stoppages, acts of war, terrorism, epidemic, acts of God, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or malfunction of utilities, communications or any computer (software or hardware) services, the Issuer hereby acknowledges application of any law or regulation in effect now or in the potential future, or any event in the country in which the relevant duties under this Agreement are performed, (including, but not limited to, nationalisation, expropriation or other governmental actions, regulation of the banking or securities industry, sanctions imposed at national or international level or market conditions) which may affect, limit, prohibit or prevent the performance in full or in part of such duties until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or in part) and in no event shall the Agents be obliged to substitute another currency for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegatea currency whose transferability, to the same extent as it would have been liable hereunder had it performed such act or omission itself.convertibility or
Appears in 1 contract
Samples: Paying Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying Agent shall be entitled to deal with hold money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers exceptand not as a trustee and, as a result, the money will not be held in accordance with the UK FCA Client Money Rules (set out in chapter 7 of the CASS Sourcebook of the FCA Handbook of Rules and Guidance). However, the Agents:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money.
19.2 In acting under this Agreement and in connection with the Notes, each Paying Agent the Agents shall act solely as an agent agents of the Issuer and will not assume any fiduciary obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or TalonsNoteholders.
19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer registered holder of any Note or Coupon as the absolute owner of it for all purposes (whether or not it is any payment in respect of the relevant Note shall be overdue and notwithstanding regardless of any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount 19.4 Each of the Programme Agents shall be obliged to perform the duties and only the duties specifically stated in this Agreement, the Conditions and the Notes and no implied duties or obligations shall be read into any of those documents against any Agent other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances.
19.5 Each of the Agents may consult with legal and other professional advisers and the opinion of such advisers shall be increased by the Issuer full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount opinion of such advisers.
19.6 Each of the Programme Agents shall be deemed protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or any document which it reasonably believes to be references genuine and to have been delivered by the increased amount.
19.10 Subject to proper party or upon written instructions from the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Each Agent shall be and remain liable for any act so entitled to do nothing, without liability, if conflicting, unclear or omission committed by equivocal instructions are received provided that such delegateconflicting, unclear or equivocal instructions are immediately brought to the attention of the Issuer.
19.7 Any Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, Notes with the same extent as rights that it or he would have been liable hereunder had if the Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or any other transaction party and may act on, or as depositary, trustee or agent for, any committee or body of holders of the Notes or in connection with any other obligations of the Issuer as freely as if such Agent were not appointed under this Agreement.
19.8 The Fiscal Agent will treat information relating to or provided by the Issuer as confidential, but (unless consent is prohibited by law) the Issuer consents to the processing, transfer and disclosure by the Fiscal Agent of any information relating to or provided by the Issuer to the Fiscal Agent and any agents of the Fiscal Agent (the Authorised Recipients) for confidential use for compliance with FATCA only provided that the Fiscal Agent has ensured or shall ensure that each such Authorised Recipient to which it performed provides such act confidential information is aware that such information is confidential and should be treated accordingly. The Fiscal Agent and the Authorised Recipients may also disclose any such information as is required by any court, FATCA or omission itselfgovernmental Authority.
19.9 Notwithstanding anything else herein contained, the Fiscal Agent may refrain without liability from doing anything that would or might in its reasonable opinion be contrary to any law of any state or jurisdiction (including but not limited to the European Union, United States or any jurisdiction forming part of it, and England and Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation.
Appears in 1 contract
Samples: Fiscal Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 21.1 Each of the Paying Agents, the Transfer Agents, the Exchange Agent and the Registrar shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof; and
(b) that it shall not be liable to account to the Issuer for any interest on the moneythereon.
19.2 In 21.2 Notwithstanding the deposit of any notes with the Agent, in acting under this Agreement hereunder and in connection with the Notes, each of the Paying Agents, the Transfer Agents, the Exchange Agent and the Registrar shall act solely as an agent of the Issuer (or, in the circumstances described in subclause 2.6 above, the Trustee) and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 21.3 Each of the Paying Agents, the Transfer Agents, the Exchange Agent and the Registrar hereby undertakes to the Issuer to perform its such obligations and duties, and shall be obliged to perform the such obligations and duties and only the such obligations and duties, specifically stated in this Agreement as are herein (including Schedule 7 in the case of the Agent), in the Conditions and in the Procedures MemorandumMemorandum specifically set forth, and no implied obligations or duties (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into any of those documents such document against any Paying Agent, Transfer Agent, the Exchange Agent or the Registrar, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) ), the Transfer Agents, the Exchange Agent and the Registrar agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 21.4 The Agent shall not be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
21.5 The Agent, the Paying Agents, the Transfer Agents, the Exchange Agent and the Registrar may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence .
21.6 Each of the Paying Agents, the Transfer Agents, the Exchange Agent not acting in good faith.
19.5 Each Paying Agent and the Registrar shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement (howsoever received) or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer the Issuer.
21.7 Any of the Issuer as provided in subclause 19.7. No Paying Agents, the Transfer Agents, the Exchange Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement or the Registrar and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their respective officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the relevant Paying Agent concerned or Transfer Agent concerned, the Exchange Agent or the Registrar, as the case may be, were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the relevant Paying Agent or Transfer Agent, the Exchange Agent or the Registrar, as the case may be, were not appointed under this Agreementhereunder without regard to the interests of the Issuer and shall be entitled to retain and shall not in anyway be liable to account for any profit made or share of brokerage or remuneration or other amount or benefit received thereby or in connection therewith.
19.7 21.8 The Issuer shall provide the Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement (as referred to in paragraph 2 of Part I of Appendix A of the Programme Agreement) and shall notify the Agent and the Registrar immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent and the Registrar that the such person has been so authorised.
19.8 21.9 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Trustee, the Registrar and each of the Paying Agents shall be entitled to treat the bearer or registered owner of any Note or Coupon as the absolute owner of it thereof (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or notice of any previous loss or theft of itthereof).
19.9 21.10 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any such increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the such increased amount.
19.10 Subject 21.11 The Issuer shall forthwith give notice to the Issuer's written consent (such consent not to be unreasonably withheld), if Agent of any change of the Trustee.
21.12 Nothing in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement shall require the Agent to a third party, assume an obligation of the Issuer hereby acknowledges arising under any provision of the potential for such delegation. listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides FCA).
21.13 The Agent shall be entitled to take any action or to refuse to take any action which the Agent regards as necessary for the Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.
21.14 Each of the Agent and remain liable for any act or omission committed by such delegate, each Paying Agent undertakes to inform the same extent as Issuer immediately if it would have been liable hereunder had it performed such act or omission itselfceases to be exempt from FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying 21.1 Save as provided in subclause 18.3, each Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose purposes of this Agreement in the same manner as other money paid to a banker bank by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be subject to the Client Money Rules or liable to account to the Issuer or the Guarantor for any interest on the or other amounts in respect of such money. No money held by any Agent need be segregated except as required by law.
19.2 21.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners Noteholders.
21.3 No Agent shall exercise any right of set-off or lien against the Issuer, the Guarantor or any holders of Notes in respect of any moneys payable to or by it under the Notes, Coupons or Talonsterms of this Agreement.
19.3 Each Paying Agent undertakes 21.4 Except as otherwise required by law, each of the Agents shall be entitled to treat the Issuer to perform its duties, registered holder of any Note as the absolute owner for all purposes (whether or not any payment in respect of the relevant Note shall be overdue and notwithstanding any notice of ownership or writing on the Note or any notice of any previous loss or theft of the Note).
21.5 The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 10 in the case of the Agent), the Conditions Fiscal Agent and the Procedures Memorandum, Registrar) and the Notes and no implied duties or obligations (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into this Agreement or the Notes against the Agents.
21.6 Each Agent may consult with any expert or legal, financial and other professional advisers and the opinion of those documents against such advisers shall be full and complete protection in respect of any Paying Agentaction taken, other than the duty to act honestly and omitted or suffered under this Agreement in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult accordance with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 21.7 Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or the Guarantor or any document which it reasonably believes (acting in good faith) to be genuine and to have been delivered delivered, signed or sent by the proper party or parties or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on or the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforGuarantor.
19.6 21.8 Any Paying Agent and its Agent, their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Coupons or Talons Notes with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Paying such Agent were not appointed under this Agreement, without regard to the interests of the Issuer or the Guarantor and shall be entitled to retain and shall not in any way be liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
19.7 The Issuer shall provide the Agent with a certified copy 21.9 None of the list of persons authorised Agents shall be under any obligation to execute documents and take any action on its behalf in connection with under this Agreement (i) which may be illegal or contrary to applicable law or regulation, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system or (ii) which it expects will result in any expense, loss, charge or liability accruing to it, the payment of which or adequate indemnity against which within a reasonable time is not, in its opinion, assured to it.
21.10 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
21.11 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party’s compliance with Applicable Law and shall notify the Agent immediately relevant other party reasonably promptly in writing if the event that it becomes aware that any of those persons ceases the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 21.11 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 21.11, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a similar nature. Applicable Law and Authority shall have the meanings set out in subclause 6.10 above.
21.12 Nothing in this Agreement shall require any Agent to assume an obligation of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the Financial Conduct Authority (FCA) or Prudential Regulation Authority (PRA)).
21.13 The Fiscal Agent is authorised by the PRA and regulated by the FCA and PRA. Nothing in this Agreement shall require the Fiscal Agent to carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, or if any additional person becomes authorised together, in to lend money to the Issuer.
21.14 No Agent shall be responsible to anyone with respect to the legality of this Agreement or the validity or legality of the Notes.
21.15 In the case of an additional authorised personany default by the Issuer or the Guarantor, with evidence satisfactory to no Agent shall have any duty or responsibility in the Agent that performance of the person has been authorisedIssuer’s obligations under the Conditions.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 21.16 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 21.17 The Agents shall be entitled to the Issuer's written consent (such consent not to be unreasonably withheld)refrain from acting, without liability, if conflicting, unclear or equivocal instructions have been received.
21.18 Notwithstanding anything else herein contained, any Agent may refrain, without liability, from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to Ireland, the Agent’s European Union, the United States of America or any jurisdiction forming a part of it and England and Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, acting reasonablynecessary to comply with any such law, it deems it appropriate to delegate any of its roles, duties directive or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfregulation.
Appears in 1 contract
Samples: Agency Agreement (Autoliv Inc)
CONDITIONS OF APPOINTMENT. 19.1 Each Paying 16.1 Subject as provided in Clause 16.2, each Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:customers, and shall not be liable to account to the Issuer or the Guarantor for any interest or other amounts in respect of the money. No money held by any Agent need be segregated except as required by law. Any money held by any Agent is not subject to rules applying to “client money” under applicable law.
(a) that it 16.2 Save as provided in Clause 5.1, in acting under this Agreement and in connection with the Notes, each Agent shall act solely as agent of the Issuer and the Guarantor and will not assume any obligations towards or relationships of agency or trust for or with any of the Noteholders.
16.3 Each Agent shall not exercise any right of set-off, lien or similar claim against the Issuer, the Guarantor or any Noteholders in respect of any moneys payable to or by it under the money; andterms of this Agreement.
(b) that it shall not be liable to account 16.4 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer or the Guarantor, and subject to the Issuer for provisions of the NBB Service Contract, each Agent shall be entitled to treat the person holding any interest Note on its account in the moneyNBB-SSS as the absolute owner and make payments thereon accordingly.
19.2 In acting under this Agreement and in connection with the Notes, each Paying 16.5 Each Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and the Procedures Memorandum, NBB Service Contract and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes or the NBB Service Contract, against any Paying Agent, Agent other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The 16.6 Each Agent may consult with reputable expert legal and other expert professional advisers in each case of good international repute whose advice or services it considers necessary after consultation, if practicable, with respect to its rights the Issuer and duties hereunder the Guarantor, and may rely on the opinion of upon any advice so obtained (and such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 Each Paying Agent shall be protected and shall incur no liability as against the Issuer or the Guarantor in respect of any action taken, taken or omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement such advice and in good faith).
16.7 Each Agent shall be protected and shall incur no liability for or in respect of action taken or omitted by it in good faith in reliance upon any instruction, request or order from the Issuer or the Guarantor or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on parties or upon written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying or the Guarantor.
16.8 Each Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not may refrain from acting on the basis of any instruction if, in its sole discretion, it considers such reasonably held belief, such Paying Agent shall bear no liability thereforinstruction to be unclear or equivocal.
19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire 16.9 Notwithstanding any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under other provision of this Agreement, each Agent may refrain without liability from doing anything that would or in its opinion (acting reasonably) might be contrary to any applicable law of any state or jurisdiction (including, but not limited to, the European Union, the United States of America or, in each case, any jurisdiction forming a part of it and England & Wales) or any applicable directive or regulation of any agency of any such state or jurisdiction having jurisdiction over such Agent, and may engage without liability do anything which is, in its opinion (acting reasonably), reasonably necessary to comply with any such applicable law, directive or regulation.
16.10 Any Agent and any other person, whether or not acting for itself, (i) may acquire, hold or dispose of any Note or other security (or any interest therein) of the Issuer, the Guarantor or any other person, (ii) may enter into or be interested in any financial contract or other transaction with the Issuer any such person and (iii) may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with securities of any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised togethersuch person, in the each case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent rights as it would have been liable hereunder had if that Agent were not an Agent and it performed such act or omission itselfneed not account for any profit derived therefrom.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 23.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money; and
(c) that money held by it need not be segregated except as required by law.
19.2 23.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations fiduciary duty or other obligation towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 23.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 8 in the case of the AgentPrincipal Paying Agent and the Registrar), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 8 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar.
19.4 23.4 The Principal Paying Agent may and the Registrar may, at the expense of the Issuer in accordance with subclause 18.1, consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 23.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any notice, certificate, information or document from any electronic or other source which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7and may assume that any person purporting to give any such document or instruction has been duly authorised to do so. No Paying Each Agent shall be under entitled, without liability, to not take any obligation to act action if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefconflicting, such Paying Agent shall bear no liability thereforunclear or equivocal instructions are received by it.
19.6 23.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 23.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
19.8 23.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 23.9 None of the Agents shall be under any obligation to take any action under this Agreement (i) which may be illegal or contrary to applicable law or regulation or (ii) which it expects will result in any expense, loss, charge or liability accruing to it, the payment of which or adequate indemnity against which within a reasonable time is not, in its opinion, assured to it.
23.10 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
23.11 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 23.12 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 23.12 to the Issuer's written consent extent that: (i) any such consent not form, documentation or other information (or the information required to be unreasonably withheld), if provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the Agent’s opinionreasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 23.12, acting reasonably, it deems it appropriate Applicable Law shall be deemed to delegate include (i) any rule or practice of its roles, duties or obligations under any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a third party, similar nature. In this subclause 23.12 Applicable Law and Authority shall have the Issuer hereby acknowledges the potential for such delegation. The meanings set out in subclause 6.12 above.
23.13 No Agent shall be and remain liable responsible to anyone with respect to the validity of this Agreement or the Notes, or Coupons or for any act or omission committed by it in connection with this Agreement or any Note, or Coupon except for its own gross negligence or wilful default, including that of its officers and employees.
23.14 No Agent is obliged to and shall have no responsibility to (i) monitor whether the Issuer or any other party is complying with its obligations hereunder or under the Conditions or (ii) take any steps to ascertain whether any relevant event under the Conditions has occurred or determine whether any Event of Default has occurred at any time.
23.15 No Agent shall be under any obligations to take any action under this Agreement that it expects will result in any expense to or liability of such delegateAgent, the payment of which is not, in its opinion, assured to it. For the avoidance of doubt, no agent is obliged to expend or risk its own funds in the discharge of its obligations under this Agreement.
23.16 Each Agent shall be entitled to take any action or to refuse to take any action which such Agent regards as necessary for such Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.
23.17 None of the Agents shall have any liability for any stamp duty, tax or other governmental charge that may be imposed in relation to the same extent as it would have been liable hereunder had it performed such act or omission itselfexecution and delivery of this Agreement.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying 18.1 Save as provided in clause 18.3, the Fiscal Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose purposes of this Agreement in the same manner as other money paid to a banker bank by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer or the Guarantor for any interest on the or other amounts in respect of such money. No money held by any Paying Agent need be segregated except as required by law.
19.2 18.2 In acting under this Agreement and in connection with the Notes, each Notes and the Coupons the Paying Agent Agents shall act solely as an agent agents of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners Noteholders or the Couponholders.
18.3 No Paying Agent shall exercise any right of set-off or lien against the Issuer, the Guarantor or any holders of Notes or Coupons in respect of any moneys payable to or by it under the Notes, Coupons or Talonsterms of this Agreement.
19.3 Each 18.4 Except as otherwise required by law, each of the Paying Agent undertakes Agents shall be entitled to treat the holder of any Note or Coupon as the absolute owner for all purposes (whether or not any payment in respect of the relevant Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon) and shall not be required to obtain any proof thereof as to the Issuer to perform its duties, and identity of such bearer.
18.5 The Paying Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Notes and no implied duties or obligations (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into any of those documents this Agreement or the Notes against any the Paying Agent, Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. faith.
18.6 Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal any expert or legal, financial and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence .
18.7 Each of the Agent not acting in good faith.
19.5 Each Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or the Guarantor or any document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer the Issuer or the Guarantor.
18.8 Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefAgents, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Notes or Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor, and may act on, or as depositary, trustee or agent for, any committee or body of holders of the Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor, as freely as if the such Paying Agent were not appointed under this Agreement, without regard to the interests of the Issuer or the Guarantor and shall be entitled to retain and shall not in any way be liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each 18.9 None of the Paying Agents shall be entitled under any obligation to treat take any action under this Agreement (i) which may be illegal or contrary to applicable law or regulation, or the bearer rules, operating procedures or market practice of any Note relevant stock exchange or Coupon as other market or clearing system or (ii) which it expects will result in any expense, loss, charge or liability accruing to it, the absolute owner payment of it (whether which or not it adequate indemnity against which within a reasonable time is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of not, in its opinion, assured to it).
19.9 The amount 18.10 None of the Programme may be increased by Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer in accordance of its obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
18.11 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the procedure set out relevant other party reasonably promptly in the Programme Agreement. Upon event that it becomes aware that any increase being effectedof the forms, all references documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Agreement clause 18.11 to the amount extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the Programme purposes of this clause 18.11, Applicable Law shall be deemed to be references include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a similar nature. Applicable Law and Authority shall have the increased amountmeanings set out in clause 4.5 above.
19.10 Subject 18.12 Nothing in this Agreement shall require the Fiscal Agent to assume an obligation of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the FCA or PRA).
18.13 The Fiscal Agent is authorised by the PRA and regulated by the FCA and PRA. Nothing in this Agreement shall require the Fiscal Agent to carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, or to lend money to the Issuer's written consent (such consent .
18.14 The Fiscal Agent shall not be responsible to be unreasonably withheld)anyone with respect to the legality of this Agreement or the validity or legality of the Notes or Coupons.
18.15 In the case of any default by the Issuer or the Guarantor, if the Fiscal Agent shall have no duty or responsibility in the Agentperformance of the Issuer’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfConditions.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying (1) Subject as provided in subclause (3) of this clause the Fiscal Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer or the Guarantor for any interest on or other amounts in respect of the money. No money held by any Paying Agent need be segregated except as required by law.
19.2 (2) In acting under this Agreement and in connection with the Notes, each Bonds and the Coupons the Paying Agent Agents shall act solely as an agent agents of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the NotesBonds or the Coupons, Coupons or Talonsexcept that all funds held for payment to the Bondholders shall be held on behalf of the Bondholders.
19.3 Each (3) No Paying Agent undertakes shall exercise any right of set-off, lien or similar claim against the Issuer, the Guarantor or any holders of Bonds or Coupons in respect of any moneys payable to or by it under the terms of this Agreement.
(4) Except as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer or the Guarantor, each of the Paying Agents shall be entitled to perform its duties, treat the holder (as defined in clause 22) of any Bond or Coupon as the absolute owner for all purposes (whether or not the Bond or Coupon shall be overdue and notwithstanding any notice of ownership or other writing on the Bond or Coupon or any notice of previous loss or theft of the Bond or Coupon).
(5) The Paying Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Bonds and no implied duties or obligations shall be read into any this Agreement or the Bonds against the Paying Agents.
(6) The Fiscal Agent may, upon giving notice to the Issuer and the Guarantor, consult with legal and other professional advisers and the opinion of those documents against any Paying Agentthe advisers shall be full and complete protection in respect of action taken, other than the duty to act honestly and omitted or suffered under this Agreement in good faith and to exercise in accordance with the diligence opinion of a reasonably prudent agent in comparable circumstances. the advisers.
(7) Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement Issuer, the Guarantor, or any Bond or Coupon, or any notice, resolution, direction, consent, certificate, affidavit, statement, facsimile, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer the Issuer or the Guarantor.
(8) Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefAgents, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their officers, directors and directors, employees or controlling persons, may become the owner of, and/or or acquire any interest in, any Notes, Bonds or Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Bonds or Coupons or in connection with any other obligations of the Issuer or the Guarantor, as freely as if the Paying Agent were not appointed under this Agreement.
19.7 (9) The Issuer Fiscal Agent shall provide the Agent with a certified copy of the list of persons authorised not be under any obligation to execute documents and take any action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement which it expects will result in any expense or liability accruing to a third partyit, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegatepayment of which within a reasonable time is not, in its opinion, assured to the same extent as it would have been liable hereunder had it performed such act or omission itselfit.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 19.1 Each 15.1 The Paying Agent shall (a) hold all sums receives from Issuer in accordance with this Agreement and the Indenture for payment of principal of or any premium or interest on the Notes in trust for the benefit of the Trustee until such sums shall be entitled to deal with money paid to it such persons or otherwise disposed of as provided in this Agreement and the Indenture; (b) give the Trustee notice of any default by the Issuer for (or any other obligor upon the purpose of this Agreement Notes) in the same manner as other money paid making of any payment of principal of or premium or interest on the Notes; and (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to a banker the Trustee all sums held by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in trust for payment in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the moneyNotes.
19.2 15.2 No monies held by the Paying Agent need be segregated except as required by law.
15.3 In acting under this Agreement and in connection with the Notes, each the Paying Agent, Transfer Agent and Registrar shall act solely as an agent of the Issuer and will and, save solely in respect of its obligations under clause 15.1 hereof, shall not assume have any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Notes or Talonsthe Trustee.
19.3 Each 15.4 The Paying Agent, Transfer Agent undertakes to the Issuer to perform its duties, and Registrar shall be obliged to perform the such duties and only the duties, such duties as are specifically stated set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no Agreement. No implied duties or obligations shall be read into any of those documents against any such document. The Paying Agent, other than the duty to act honestly Transfer Agent and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter Registrar shall not be construed as evidence obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the date hereof to any relevant documents (including, without limitation, the Indenture), unless it shall have previously agreed to perform such duties. The Paying Agent, Transfer Agent and Registrar shall not be under any obligation to take any action hereunder which either party expects, and has thus notified the Issuer in writing, will result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the Agent not acting payment of which within a reasonable time is not, in good faithits opinion, assured to it.
19.5 Each 15.5 Except as ordered by a court of competent jurisdiction or as required by law, the Paying Agent shall be protected entitled to treat the holder of any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) and shall incur no liability not be required to obtain any proof thereof or as to the identity of the bearer or holder.
15.6 The Paying Agent, Transfer Agent and Registrar may consult with any legal or other professional advisers (who may be an employee of or legal adviser to the Issuer) selected by it, at the cost of the Issuer, provided that the fees of any such counsel shall be agreed to by the Issuer (acting reasonably) in advance, and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given hereunder in accordance with this Agreement the written opinion of such advisers.
15.7 The Paying Agent, Transfer Agent and Registrar shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in reliance upon any instruction, request or order from the Issuer or upon any Note, notice, resolution, direction, consent, certificate, affidavit, statement, telex, facsimile transmission or other document which or information from any electronic or other source reasonably believed by it reasonably believes to be genuine and to have been delivered signed or otherwise given or disseminated by the proper party or on written instructions from an authorised officer of the Issuer as provided parties, even if it is subsequently found not to be genuine or to be incorrect.
15.8 The Paying Agent, Transfer Agent and Registrar, whether acting for itself or in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it other capacity, will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its officers, directors and employees may become precluded from becoming the owner of, and/or acquire or acquiring any interest in, holding or disposing of any NotesNote or any shares or other securities of the Issuer or any of its subsidiaries, Coupons holding or Talons associated companies (each a “Connected Company”), with the same rights that as it or he would have had if the it were not acting as Paying Agent concerned were not appointed under this Agreement, and may engage or be from entering into or being interested in any financial contracts or other transaction transactions with the Issuer and may act any Connected Company or from acting on, or as depositary, trustee or agent for, any committee or body of holders of Notes any securities of any Connected Company and will not be liable to account for any profit.
15.9 The Paying Agent shall not be required to make any payments to any holder of a Note if under any laws or Coupons regulations affecting the Paying Agent, such payment is not permitted. In the event of any such laws or in connection with any other obligations of the Issuer as freely as if regulations affecting the Paying Agent were not appointed under this Agreementcoming to the attention of the Paying Agent it shall forthwith notify the Issuer and the Trustee.
19.7 15.10 The Issuer shall provide do or cause to be done all such acts, matters and things and shall make available all such documents as shall be necessary or desirable to enable the Paying Agent, Transfer Agent and Registrar to fully comply with a certified copy and carry out its respective duties and obligations hereunder.
15.11 In no event shall the Paying Agent, Transfer Agent or Registrar or any of its affiliates or any of their respective officers, directors, employees, agents, advisors or representatives (collectively, “Agent Parties”) have any liability for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise), except to the extent the liability of the list of persons authorised to execute documents and take action on its behalf Paying Agent, Transfer Agent or Registrar is found in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence, wilful misconduct or as required by law or applicable regulations, the Issuer and each fraud of the Paying Agents shall be entitled to treat the bearer of any Note Agent, Transfer Agent or Coupon as the absolute owner of it (whether Registrar or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it)their Agent Parties.
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references 15.12 Notwithstanding anything contained in this Agreement to the amount contrary, the Paying Agent, Transfer Agent and the Registrar shall not incur any liability for not performing any act or fulfilling any obligation hereunder by reason of any occurrence beyond its control including, without limitation, (i) any governmental activity (whether de jure or de facto), act of authority (whether lawful or unlawful), compliance with any governmental or regulatory order, rule, regulation or direction, curfew restriction, expropriation, compulsory acquisition, seizure, requisition, nationalisation or the imposition of currency or currency control restrictions; (ii) any failure of or the effect of rules or operations of any funds transfer, settlement or clearing system, interruption, loss or malfunction of utilities, communications or computer services or the payment or repayment of any cash or sums arising from the application of any law or regulation in effect now or in the future, or from the occurrence of any event in the country in which such cash is held which may affect, limit, prohibit or prevent the transferability, convertibility, availability, payment or repayment of any cash or sums until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such transferability, convertibility, availability, payment or repayment (and in no event, other than as provided in the Notes, shall the Paying Agent be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by such law, regulation or event or be obliged to pay any penalty interest); (iii) any strike or work stoppage, go slow, occupation of premises, other industrial action or dispute or any breach of contract by any essential personnel; (iv) any equipment or transmission failure or failure of applicable banking or financial systems; (v) any war, armed conflict including but not limited to hostile attack, hostilities, or acts of a foreign enemy; (vi) any riot, insurrection, civil commotion or disorder, mob violence or act of civil disobedience; (vii) any act of terrorism or sabotage; (viii) any explosion, fire, destruction of machines, equipment or any kind of installation, prolonged breakdown of transport, radioactive contamination, nuclear fusion or fission or electric current; (ix) any epidemic, natural disaster (such as but not limited to violent storm, hurricane, blizzard, earthquake, landslide, tidal wave, flood, damage or destruction by lightning, or drought); or (x) any other act of God.
15.13 Pursuant to and in accordance with the procedures set forth in Section 10.3 of the Programme shall be deemed Indenture (i) the Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of the Indenture or for any other purpose, direct the Paying Agent to pay to the Trustee all sums held in trust by the Paying Agent, such sums to be references held by the Trustee upon the same trusts as those upon which such sums were held by the Paying Agent; and, upon such payment by the Paying Agent to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third partyTrustee, the Issuer hereby acknowledges the potential for such delegation. The Paying Agent shall be released from all further liability with respect to such money and remain liable (ii) any money deposited with the Paying Agent in trust for the payment of the principal of or any act premium or omission committed by interest on the Notes remaining unclaimed for two years after such delegateprincipal, premium or interest has become due and payable shall be paid to the same extent as it would have been liable hereunder had it performed Issuer on the Issuer’s request and all liability of the Paying Agent with respect to such act or omission itselftrust money shall thereupon cease.
Appears in 1 contract
Samples: Agency Agreement (AbbVie Inc.)
CONDITIONS OF APPOINTMENT. 19.1 Each 21.1 Save as provided in Clause 2.3 (Appointment of Agents) and in this Clause 21 (Conditions of Appointment), the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer Trustee, Infracorp, or otherwise for the purpose purposes of this Agreement in the same manner as other money paid to a banker bank by its customers except:
except that: (a) that it shall not exercise any right of set-off, lien off or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer Trustee, Infracorp or any other person for any interest on profit or other amounts in respect of such money; (c) no money held by any Agent need be segregated except as required by law; and (d) money will be held as banker and not as trustee and as a result will not be held in accordance with the moneyclient money rules of the UK Financial Conduct Authority.
19.2 21.2 In acting under this Agreement and in connection with the NotesCertificates, each Paying Agent the Agents shall act solely as an agent agents of the Issuer Trustee or, in the circumstances set out in Clause 2.3 (Appointment of Agents), the Delegate, and will not assume any obligations or fiduciary duty towards or relationship of agency or trust for or with any of the owners Certificateholders or holders any other person (save for those obligations to Infracorp expressly set out in this Agreement).
21.3 No Agent shall exercise any right of set-off or lien or other similar remedy against the Trustee, Infracorp, the Delegate or any Certificateholder in respect of any moneys payable to or by it under the terms of this Agreement.
21.4 Except as otherwise ordered by a court of competent jurisdiction or required by law, each of the NotesAgents shall be entitled to treat the registered holder of any Certificate as the absolute owner for all purposes (whether or not any payment in respect of the relevant Certificate shall be overdue and regardless of any notice of ownership, Coupons trust or Talonsany interest or any writing on, or the previous theft or loss of, the relevant Certificate).
19.3 Each Paying Agent undertakes 21.5 Notwithstanding anything to the Issuer to perform its dutiescontrary in the Conditions, and this Agreement or any other Transaction Document, no Agent shall be obliged liable to perform any person for any matter or thing done or omitted in any way in connection with the duties Conditions or any Transaction Document save in relation to its own gross negligence, wilful default or fraud.
21.6 No Agent shall be responsible for or liable in respect of the legality, validity or enforceability of any Certificate or any act or omission of any other person (including, without limitation, any other Agent or Xxxxxxxxx).
00.0 Xxxx of the Agents shall have any liability for any stamp duty, tax or other governmental charge that may be imposed in relation to the execution and only delivery of this Agreement.
21.8 None of the dutiesAgents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Trustee or Infracorp of its obligations under the Certificates, specifically stated this Agreement, any other Transaction Document or any other relevant documents or (ii) to determine or take any steps to ascertain whether a Dissolution Event, Potential Dissolution Event or any other relevant event under the Certificates has occurred.
21.9 Each of the Agents may consult (at the Trustee’s (failing whom Infracorp’s) expense) with any expert or legal, financial and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise in accordance with the diligence opinion of a reasonably prudent agent in comparable circumstances. such advisers.
21.10 Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction information, reports, instruction, notice, certificates request or order from an authorised officer of Infracorp, the Issuer given in accordance with this Agreement Trustee or the Delegate, or any document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer Infracorp, the Trustee or the Delegate.
21.11 Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefAgents, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their officers, directors and employees directors, employees, agents, delegates or controlling persons may become the owner of, and/or or acquire any interest in, any Notes, Coupons or Talons the Certificates with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with Infracorp, the Issuer Trustee or the Delegate and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes the Certificates or Coupons or in connection with any other obligations of the Issuer Trustee or Infracorp as freely as if the Paying such Agent were not appointed under this Agreement.
19.7 21.12 Each Agent and its officers, directors and employees shall be entitled to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any of the transactions or in any of the circumstances contemplated by Clause 21.11 (Conditions of Appointment) without regard to the interests of the Trustee or Infracorp (as the case may be) and notwithstanding that the same may be contrary or prejudicial to the interests of the Trustee or Infracorp (as the case may be) and shall not be responsible for any loss or damage occasioned to the Trustee or Infracorp (as the case may be) thereby and shall be entitled to retain and shall not be in any way liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
21.13 No Agent shall have any duty or responsibility in the case of any default by the Trustee or Infracorp in the performance of its obligations under the Conditions or any Transaction Document or, in the case of receipt of a written demand from a Certificateholder, with respect to such default, provided however that promptly on receiving any notice given by Certificateholders in accordance with Condition 12 (Dissolution Events and Winding-up), the Principal Paying Agent notifies each of the Trustee, Infracorp and the Delegate of the fact and furnishes it with a copy of the notice.
21.14 The Issuer Trustee shall provide the Agent Agents with a certified copy of the list authorised signatures and names of the persons authorised to execute documents and take action actions on its behalf in connection with this Agreement and shall notify the Agent Agents immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent Agents that the person has been authorised.
19.8 Except as otherwise permitted 21.15 None of the Agents shall be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the Conditions payment of which within a reasonable time is not, in its opinion, assured to it or as ordered where it has not received cleared and identifiable funds in advance to cover such expense or liability or any payment due to be made in accordance with this Agreement, any other Transaction Document or the Conditions.
21.16 Each Agent may, in connection with the services hereunder, assume that the terms of the Global Certificate and each Definitive Certificate are correct.
21.17 None of the Agents or their respective directors, officers, employees, agents and related bodies are responsible to the Trustee or Infracorp for, or will be liable in respect of, the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Transaction Document.
21.18 No Agent shall incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by a court reason of competent jurisdiction any occurrence beyond the control of such Agent (including, but not limited to, any act or as required by provision of any present or future law or applicable regulationsregulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the Issuer and each unavailability of the Paying Federal Reserve Bank wire or facsimile or other wire or communication facility).
21.19 The Agents shall have no responsibility whatsoever to the Trustee, Infracorp or any Certificateholders for the maintenance of or failure to maintain any rating of any of the Certificates by any rating agency.
21.20 Each Agent shall be entitled to treat take any action or to refuse to take any action without liability which the bearer Agent regards as necessary for the Agent to comply with any applicable law or regulation or in the event of conflicting, unclear or equivocal instructions.
21.21 The Agents shall assume no responsibility for the Xxxxx’a-compliance of the Trust Assets and shall not under any circumstances have any liability to the Certificateholders in respect thereof.
21.22 Notwithstanding anything else herein contained, each Agent may refrain, without liability, from doing anything that would or might in its reasonable opinion be contrary to any law of any Note state or Coupon as jurisdiction (including but not limited to the absolute owner United States of America or any jurisdiction forming a part of it (whether and England and Wales) or not it is overdue and notwithstanding any notice of ownership directive or writing on it or notice regulation of any previous loss agency of any such state or theft of it)jurisdiction and may, without liability, do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.
19.9 The amount 21.23 Each Party to this Agreement (other than the Delegate) shall, within ten Business Days of a written request by another Party, supply to that other Party such forms, documentation and other information relating to it, its operations, or the Certificates as that other Party reasonably requests for the purposes of that other Party’s compliance with Applicable Law and shall notify the relevant other Party reasonably promptly if it becomes aware that any of the Programme may forms, documentation or other information provided by such Party is (or becomes) inaccurate in any material respect; provided, however, that no Party shall be increased required to provide any forms, documentation or other information pursuant to this Clause 21.23 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such Party and cannot be obtained by the Issuer in accordance with the procedure set out such Party using reasonable efforts; or (ii) doing so would or might in the Programme Agreementopinion of such Party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. Upon any increase being effectedFor the purposes of this Clause 21.23, all references in this Agreement to the amount of the Programme Applicable Law shall be deemed to be references include (i) any rule or practice of any Authority by which any Party is bound or with which it is accustomed to the increased amountcomply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any Party that is customarily entered into by institutions of a similar nature.
19.10 Subject to 21.24 The Agents and the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent Delegate shall be entitled to request clarification of any instruction or direction received by it from the Trustee or Infracorp and remain liable the Agents and the Delegate shall refrain from acting unless and until those clarifications are received by it and shall have no liability to any person for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itselfconsequence thereof.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the relevant Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) 21.1.1 that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) 21.1.2 that it shall not be liable to account to the relevant Issuer or the Guarantor for any interest on the money.
19.2 21.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the relevant Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 21.3 Each Paying Agent undertakes to the relevant Issuer and the Guarantor to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 11 in the case of the Principal Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. 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 7 11 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
19.4 21.4 The Principal Paying Agent and the Registrar may consult at their own cost with reputable legal and other professional advisers with respect to its rights of recognised standing and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the relevant Issuer given in accordance with this Agreement or the Guarantor or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the relevant Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on or the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforGuarantor.
19.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the relevant Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the relevant Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer 21.7 Each of the Obligors shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
19.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer relevant Issuer, the Guarantor and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 21.9 The amount of the Programme may be increased by ENEL on behalf of the Issuer Obligors in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each Paying The Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof;
(b) as provided in subclause 19.2 below; and
(bc) that it shall not be liable to account to the Issuer or the Guarantor for any interest on the moneythereon.
19.2 In acting under this Agreement hereunder and in connection with the Notes, each the Agent and the other Paying Agent Agents shall act solely as an agent agents of the Issuer and the Guarantor and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 Each The Agent and the other Paying Agent undertakes Agents hereby undertake to the Issuer and the Guarantor to perform its such obligations and duties, and shall be obliged to perform the such duties and only the duties, specifically stated in this Agreement such duties as are herein (including Schedule 7 8 in the case of the Agent), in the Conditions and in the Procedures Memorandum, Memorandum specifically set forth and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Agent and the other Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancesAgents. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the Agent not acting in good faith.
19.5 Each of the Agent and the other Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from an authorised officer of the Issuer given in accordance with this Agreement or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, Note, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on or the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforGuarantor.
19.6 Any Paying of the Agent and its the other Paying Agents and their officers, directors and employees may become the owner of, and/or or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have had if the Agent or the relevant other Paying Agent Agent, as the case may be, concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.obligations
Appears in 1 contract
Samples: Agency Agreement (Equinor Asa)
CONDITIONS OF APPOINTMENT. 19.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money.
19.2 21.2 In acting under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
19.3 21.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 5 in the case of the AgentPrincipal Paying Agent and the Registrar), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 5 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar.
19.4 21.4 The Principal Paying Agent and the Registrar may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any such advisers. Failure to consult action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party, such party having acted or acting on instructions of the Issuer, or on written instructions from an authorised officer of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability thereforIssuer.
19.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.7 21.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
19.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.9 21.9 None of the Agents shall be under any obligation to take any action under this Agreement which may be illegal or contrary to applicable law or regulation..
21.10 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
21.11 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.10 Subject 21.12 Each party to this Agreement shall, within ten business days (in the place of the requesting party) of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes (subject to any non-disclosure agreements relating to such information or documentation) as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party as soon as reasonably practicable in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 21.12 to the Issuer's written consent extent that: (i) any such consent not form, documentation or other information (or the information required to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate provided on such form or documentation) is not reasonably available to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall party and cannot be and remain liable for any act or omission committed obtained by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.party using reasonable efforts; or
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 19.1 Each 15.1 The Paying Agent shall (a) hold all sums receives from Issuer in accordance with this Agreement and the Indenture for payment of principal of or any premium or interest on the Notes in trust for the benefit of the Trustee until such sums shall be entitled to deal with money paid to it such persons or otherwise disposed of as provided in this Agreement and the Indenture; (b) give the Trustee notice of any default by the Issuer for (or any other obligor upon the purpose of this Agreement Notes) in the same manner as other money paid making of any payment of principal of or premium or interest on the Notes; and (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to a banker the Trustee all sums held by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in trust for payment in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the moneyNotes.
19.2 15.2 No monies held by the Paying Agent need be segregated except as required by law.
15.3 In acting under this Agreement and in connection with the Notes, each the Paying Agent, Transfer Agent and Registrar shall act solely as an agent of the Issuer and will and, save solely in respect of its obligations under clause 11.1 hereof, shall not assume have any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Notes or Talonsthe Trustee.
19.3 Each 15.4 The Paying Agent, Transfer Agent undertakes to the Issuer to perform its duties, and Registrar shall be obliged to perform the such duties and only the duties, such duties as are specifically stated set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no Agreement. No implied duties or obligations shall be read into any of those documents against any such document. The Paying Agent, other than the duty to act honestly Transfer Agent and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter Registrar shall not be construed as evidence obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the date hereof to any relevant documents (including, without limitation, the Indenture), unless it shall have previously agreed to perform such duties. The Paying Agent, Transfer Agent and Registrar shall not be under any obligation to take any action hereunder which either party expects, and has thus notified the Issuer in writing, will result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the Agent not acting payment of which within a reasonable time is not, in good faithits opinion, assured to it.
19.5 Each 15.5 Except as ordered by a court of competent jurisdiction or as required by law, the Paying Agent shall be protected entitled to treat the holder of any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) and shall incur no liability not be required to obtain any proof thereof or as to the identity of the bearer or holder.
15.6 The Paying Agent, Transfer Agent and Registrar may consult with any legal or other professional advisers (who may be an employee of or legal adviser to the Issuer) selected by it, at the cost of the Issuer, provided that the fees of any such counsel shall be agreed to by the Issuer (acting reasonably) in advance, and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given hereunder in accordance with this Agreement the written opinion of such advisers.
15.7 The Paying Agent, Transfer Agent and Registrar shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in reliance upon any instruction, request or order from the Issuer or upon any Note, notice, resolution, direction, consent, certificate, affidavit, statement, telex, facsimile transmission or other document which or information from any electronic or other source reasonably believed by it reasonably believes to be genuine and to have been delivered signed or otherwise given or disseminated by the proper party or on written instructions from an authorised officer of the Issuer as provided parties, even if it is subsequently found not to be genuine or to be incorrect.
15.8 The Paying Agent, Transfer Agent and Registrar, whether acting for itself or in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it other capacity, will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its officers, directors and employees may become precluded from becoming the owner of, and/or acquire or acquiring any interest in, holding or disposing of any NotesNote or any shares or other securities of the Issuer or any of its subsidiaries, Coupons holding or Talons associated companies (each a “Connected Company”), with the same rights that as it or he would have had if the it were not acting as Paying Agent concerned were not appointed under this Agreement, and may engage or be from entering into or being interested in any financial contracts or other transaction transactions with the Issuer and may act any Connected Company or from acting on, or as depositary, trustee or agent for, any committee or body of holders of Notes any securities of any Connected Company and will not be liable to account for any profit.
15.9 The Paying Agent shall not be required to make any payments to any holder of a Note if under any laws or Coupons regulations affecting the Paying Agent, such payment is not permitted. In the event of any such laws or in connection with any other obligations of the Issuer as freely as if regulations affecting the Paying Agent were not appointed under this Agreementcoming to the attention of the Paying Agent it shall forthwith notify the Issuer and the Trustee.
19.7 15.10 The Issuer shall provide do or cause to be done all such acts, matters and things and shall make available all such documents as shall be necessary or desirable to enable the Paying Agent, Transfer Agent and Registrar to fully comply with a certified copy and carry out its respective duties and obligations hereunder.
15.11 In no event shall the Paying Agent, Transfer Agent or Registrar or any of its affiliates or any of their respective officers, directors, employees, agents, advisors or representatives (collectively, “Agent Parties”) have any liability for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise), except to the extent the liability of the list of persons authorised to execute documents and take action on its behalf Paying Agent, Transfer Agent or Registrar is found in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence, wilful misconduct or as required by law or applicable regulations, the Issuer and each fraud of the Paying Agents shall be entitled to treat the bearer of any Note Agent, Transfer Agent or Coupon as the absolute owner of it (whether Registrar or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it)their Agent Parties.
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references 15.12 Notwithstanding anything contained in this Agreement to the amount contrary, the Paying Agent, Transfer Agent and the Registrar shall not incur any liability for not performing any act or fulfilling any obligation hereunder by reason of any occurrence beyond its control including, without limitation, (i) any governmental activity (whether de jure or de facto), act of authority (whether lawful or unlawful), compliance with any governmental or regulatory order, rule, regulation or direction, curfew restriction, expropriation, compulsory acquisition, seizure, requisition, nationalisation or the imposition of currency or currency control restrictions; (ii) any failure of or the effect of rules or operations of any funds transfer, settlement or clearing system, interruption, loss or malfunction of utilities, communications or computer services or the payment or repayment of any cash or sums arising from the application of any law or regulation in effect now or in the future, or from the occurrence of any event in the country in which such cash is held which may affect, limit, prohibit or prevent the transferability, convertibility, availability, payment or repayment of any cash or sums until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such transferability, convertibility, availability, payment or repayment (and in no event, other than as provided in the Notes, shall the Paying Agent be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by such law, regulation or event or be obliged to pay any penalty interest); (iii) any strike or work stoppage, go slow, occupation of premises, other industrial action or dispute or any breach of contract by any essential personnel; (iv) any equipment or transmission failure or failure of applicable banking or financial systems; (v) any war, armed conflict including but not limited to hostile attack, hostilities, or acts of a foreign enemy; (vi) any riot, insurrection, civil commotion or disorder, mob violence or act of civil disobedience; (vii) any act of terrorism or sabotage; (viii) any explosion, fire, destruction of machines, equipment or any kind of installation, prolonged breakdown of transport, radioactive contamination, nuclear fusion or fission or electric current; (ix) any epidemic, natural disaster (such as but not limited to violent storm, hurricane, blizzard, earthquake, landslide, tidal wave, flood, damage or destruction by lightning, or drought); or (x) any other act of God.
15.13 Pursuant to and in accordance with the procedures set forth in Section 10.3 of the Programme shall be deemed Indenture (i) the Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of the Indenture or for any other purpose, direct the Paying Agent to pay to the Trustee all sums held in trust by the Paying Agent, such sums to be references held by the Trustee upon the same trusts as those upon which such sums were held by the Paying Agent; and, upon such payment by the Paying Agent to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third partyTrustee, the Issuer hereby acknowledges the potential for such delegation. The Paying Agent shall be released from all further liability with respect to such money and remain liable (ii) any money deposited with the Paying Agent in trust for the payment of the principal of or any act premium or omission committed by interest on the Notes remaining unclaimed for two years after such delegateprincipal, premium or interest has become due and payable shall be paid to the same extent as it would have been liable hereunder had it performed Issuer on the Issuer’s request and all liability of the Paying Agent with respect to such act or omission itselftrust money shall thereupon cease.
Appears in 1 contract
Samples: Agency Agreement (AbbVie Inc.)
CONDITIONS OF APPOINTMENT. 19.1 Each 20.1 Save as provided in Clause 7 and in sub-clause 20.3 of this clause, the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it and such moneys shall not exercise any right of set-off, lien or similar claim be held in respect accordance with the client money rules of the money; and
(b) that it Financial Conduct Authority and shall not be liable to account to the Issuer for any interest on or other amounts in respect of the money. No money held by any Paying Agent need be segregated except as required by law.
19.2 In 20.2 Save as provided in Clause 7, in acting under this Agreement and in connection with the NotesSecurities and the Coupons, each Paying Agent the Agents shall act solely as an agent agents of the Issuer and will not assume any obligations towards or relationship of agency or trust or fiduciary duty for or with any of the owners or holders of the Notes, Coupons Securities or Talonsthe Coupons.
19.3 Each 20.3 No Paying Agent undertakes to shall exercise any right of set-off or lien against the Issuer or any holders of Securities or Coupons in respect of any moneys payable to perform its dutiesor by it under the terms of this Agreement.
20.4 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer with the approval of the Trustee, and each of the Agents shall be entitled to treat the holder of any Security or Coupon as
20.5 The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Securities and no implied duties or obligations shall be read into any of those documents this Agreement or the Securities against any Paying Agent, the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
19.4 20.6 The Principal Paying Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult the advisers shall be full and complete protection in respect of action taken, omitted or suffered under this Agreement in good faith and in accordance with such advisers on any matter shall not be construed as evidence the opinion of the Agent not acting in good faithadvisers.
19.5 20.7 Each Paying Agent of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction notices, instruction, information, report, request or order from an authorised officer of the Issuer given in accordance with this Agreement Issuer, the Trustee or any document which it reasonably believes acting in good faith to be genuine and to have been delivered by the proper party or on parties or upon written instructions from an authorised officer the Issuer or the Trustee. The Issuer shall provide additional information to the Agents upon request.
20.8 Any of the Issuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held beliefAgents, such Paying Agent shall bear no liability therefor.
19.6 Any Paying Agent and its their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Securities or Coupons or Talons with the same rights that it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Trustee, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Securities or Coupons or in connection with any other obligations of the Issuer Issuer, as freely as if the Paying Agent were not appointed under this Agreement.
19.7 20.9 The Issuer Principal Paying Agent shall not be under any obligation risk or expend its own funds or to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it.
20.10 Each party shall provide as soon as reasonably practicable on request to any Agent such information as it shall reasonably require for the Agent with a certified copy purpose of the list discharge or exercise of persons authorised its duties herein.
20.11 No Agent shall be under any obligation to execute documents and take action on its behalf in connection with this Agreement and shall notify monitor or supervise, enquire about or satisfy itself as to the Agent immediately in writing if functions or act of any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer parties and each of the Paying Agents shall be entitled to treat assume, in the bearer absence of express notice in writing to the contrary, that each other party is properly performing and complying with its obligations under the documents to which it is party and that no event has occurred whereby the Securities have become due and payable. No Agent shall be liable for a breach by any other party to a Transaction Document, or the occurrence of any Note such event.
20.12 No Agent shall be obliged to do anything that would or Coupon as might in its reasonable opinion be contrary to any law of any jurisdiction or any directive or regulation of any agency of any state or any internal policy relating to “know your customer” requirements or anti-money laundering or which would or might otherwise render it liable to any person or cause it to act in a manner which might prejudice its interests and may do anything which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation or internal policy.
20.13 Each Agent may employ and pay an agent or delegate selected by it to transact or conduct, or concur in transacting or conducting, any business or to do or concur in doing all acts required to be done by that Agent and, provided that the absolute owner Agent shall have exercised reasonable care in the selection of any such agent or delegate, the Agent shall not be in any way responsible for any liability incurred by reason of any misconduct or default on the part of any such agent or delegate or be bound to supervise the proceedings or acts of any such agent or delegate.
20.14 Whenever in the performance of its duties under this Agency Agreement or the Conditions, an Agent shall deem it (whether reasonably desirable that any matter be established by the Issuer or any other party prior to taking any action or refraining from any action of suffering any action under this Agency Agreement, the matter shall be deemed to be conclusively established by a certificate signed by two directors of the Issuer or the Trustee and delivered to the relevant Agent and the certificate shall be a full authorisation to such Agent for any action taken or not taken or suffered in good faith by it is overdue and notwithstanding under the provisions of this Agreement in reliance upon the certificate.
20.15 Notwithstanding anything to the contrary in the Trust Deed or the Agency Agreement, the Agents shall not be liable to any notice person for any matter or thing done or omitted in any way in connection with the Trust Deed or Agency Agreement save in relation to its own negligence, wilful misconduct or fraud or that of ownership its directors, officers or writing on employees or any of them, or the material breach by it or notice of any previous loss or theft the terms of itthis Agreement (other than a breach of the terms of this Agreement caused by events beyond the reasonable control of the Agents).
19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references 20.16 Notwithstanding anything in this Agreement to the amount of contrary, the Programme Agents shall not be deemed responsible or liable for any delay or failure to be references to the increased amount.
19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations perform under this Agreement to a third partyor for any losses resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Agents including without limitation: strikes, work stoppages, acts of war, terrorism, epidemic, acts of God, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or malfunction of utilities, communications or any computer (software or hardware) services, the Issuer hereby acknowledges application of any law or regulation in effect now or in the potential future, or any event in the country in which the relevant duties under this Agreement are performed, (including, but not limited to, nationalisation, expropriation or other governmental actions, regulation of the banking or securities industry, sanctions imposed at national or international level or market conditions) which may affect, limit, prohibit or prevent the performance in full or in part of such duties until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or in part) and in no event shall the Agents be obliged to substitute another currency for such delegation. The Agent shall be and remain liable for any act a currency whose transferability, convertibility or omission committed availability has been affected, limited, prohibited or prevented by such delegatelaw, to the same extent as it would have been liable hereunder had it performed such act regulation or omission itselfevent.
Appears in 1 contract
Samples: Paying Agency Agreement
