Duties of the Paying Agent. 6.1 The Paying Agent shall act as paying agent of the Issuer and the Guarantors in respect of the Global Senior Notes and the Global Junior Notes, and pay or cause to be paid on behalf of the Issuer and the Guarantors, on and after each date on which any payment becomes due and payable, the amounts of principal, premium (if any), interest, Additional Amounts, if any, or any other amount then payable in respect of the Global Senior Notes and the Global Junior Notes, as the case may be, against, in the case of final payment in full, surrender, at the office of the Paying Agent, to or to the order of the bearer of the Global Note of the applicable Tranche, by transfer to an account maintained by the payee as prescribed by Section 2.09 of the Senior Note Indenture or Section 2.09 of the Junior Note Indenture, as the case may be.
6.2 The Paying Agent shall act as paying agent of the Issuer and the Guarantors in respect of the Definitive Registered Senior Notes and the Definitive Registered Junior Notes, and pay or cause to be paid on behalf of the Issuer and the Guarantors, on and after each date on which any payment becomes due and payable, the amounts of principal, premium (if any), interest, Additional Amounts, if any, or any other amount then payable in respect of the Definitive Registered Senior Notes and the Definitive Registered Junior Notes, as the case may be, against, in the case of final payment in full, surrender, of the Definitive Registered Notes of the applicable Tranche at the office of the Paying Agent, or to the order of the Holder of the Applicable Definitive Registered Note by transfer to an account maintained by the payee as prescribed by Section 2.09 of the Senior Note Indenture or Section 2.09 of the Junior Note Indenture, as the case may be. Payments of interest in respect of the Definitive Registered Notes of a Tranche will be made by transfer on the due date to an account maintained by the Holder of the applicable Definitive Registered Notes (the account details of which appear on the Register for the applicable Tranche) on the applicable Regular Record Date or Special Record Date or if requested by the Holder of the applicable Definitive Registered Notes, by cheque payable to the Holder mailed on the relevant due date (or if that is not a Business Day, the immediately succeeding Business Day) to the Holder (or to the first named of joint Holders) of the applicable Definitive Registered Notes at his address shown on the applicable Regi...
Duties of the Paying Agent. IN THE EXECUTION OF ITS DUTIES HEREUNDER, THE PAYING AGENT:
Section 18.1 shall have no duties or obligations other than those specifically set forth herein, all of which are ministerial and non-fiduciary in nature, or as may be subsequently agreed to in writing by the Paying Agent, the Representative and Parent, and no implied duties or obligations shall be read into this Agreement against the Paying Agent;
Section 18.2 shall not be regarded as making any representation as to, and shall have no responsibility for the validity, sufficiency, value or genuineness of any Certificate(s), and the Paying Agent shall not be required to make any representations as to the validity, sufficiency, value or genuineness of the Mergers;
Section 18.3 shall not be obligated to expend any of its own funds or to take any legal action hereunder which might in the Paying Agent’s sole judgment require it to risk the Paying Agent’s own funds or incur any liability;
Section 18.4 may rely on and be protected in acting in reliance upon any stock certificate, stock power, affidavit, instrument, opinion, notice, letter, facsimile transmission, telex, telegram, electronic transmission or other document or security delivered to the Paying Agent and believed by the Paying Agent in good faith to be genuine and to have been signed by the proper party or parties;
Section 18.5 may rely on and be protected in acting in reliance upon the written instructions of the Representative, Parent or any other employee or representative designated by either of the Representative or Parent in accordance with this Agreement with respect to any matter relating to the Paying Agent’s actions hereunder;
Section 18.6 shall have no obligation to make any payment as the Paying Agent unless Parent shall have provided the necessary available funds to make such payments;
Section 18.7 shall not be liable or responsible for any failure of the Representative, Parent or the Surviving Company to comply with any of their respective obligations relating to the Mergers, including, without limitation, obligations under applicable securities laws;
Section 18.8 shall not be liable for any error in judgment made or action taken or omitted by Paying Agent in good faith in the course of performance or administration under this Agreement. The Paying Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Paying Agent’s gross negl...
Duties of the Paying Agent. The Borrower shall be the paying agent (the Paying Agent). The Paying Agent shall pay to the Original Lender and any Assignee notified to it at least 10 Business Days prior to the relevant payment date any payments of principal and interest made to it by the Borrower. The Paying Agent shall also forward any communications sent by the Borrower or the Lender to the relevant other party as set out in Clause 12.
Duties of the Paying Agent. The Paying Agent shall hold the principal and interest payments, as the case may be, on the Notes exclusively for the purpose of paying each Noteholder of record in accordance with this Agreement. Such amounts received by the Paying Agent for such principal and/or interest payments shall be segregated from all other funds of the Paying Agent.
Duties of the Paying Agent. As Paying Agent, Lxxxxx undertakes to perform the duties set forth herein and agrees to use commercially reasonable care in the performance thereof.
Duties of the Paying Agent. (a) The Paying Agent undertakes to perform such duties, and only such duties, as are expressly set forth in this Agreement. No implied covenants or obligations shall be read into this Agreement against the Paying Agent.
Duties of the Paying Agent. Citibank, N.A., London Branch shall perform the functions of a paying agent (the “Paying Agent”) as agent of the Borrower; it shall not be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust, for or with any person other than the Borrower. The Paying Agent shall have the rights and duties set out in this Loan Agreement and the Agency Agreement. However, no implied duties or obligations shall be read into this Agreement. The Paying Agent shall, in particular, pass on to the assignees notified to it at least 10 Business Days prior to the payment date any payments of principal and interest made by the Borrower. The Paying Agent shall also forward without undue delay any communications sent by the Borrower or the Creditors to the relevant other party. The Paying Agent and the Registrar shall be exempt, to the extent legally possible, from the restrictions of § 181 BGB and similar restrictions applicable to it pursuant to any other applicable law. The Paying Agent will treat all information relating to or provided by the Obligors strictly as confidential. The Paying Agent will not (save as required by Applicable Law (having the meaning as defined in § 7 (4) (e) above)) disclose or transfer any such information to any third party without having received the Obligors prior written consent. The Paying Agent agrees to disclose or transfer any information relating to or provided by the Obligors only to a limited number of third parties (including service providers selected by any of them) (together, the “Authorised Recipients”), for confidential use (including without limitation in connection with the provision of any service and for data processing, statistical and risk analysis purposes and for compliance with Applicable Law (having the meaning as defined in § 7 (4) (e) above)) provided that the Paying Agent has ensured or shall ensure that each such Authorised Recipient to which it provides such confidential information is aware that such information is confidential and undertakes to treat it accordingly.
Duties of the Paying Agent. The Bank shall act as paying agent for the Borrower and the Guarantor (the “Paying Agent“). The Paying Agent solely acts as the agent of the Borrower and the Guarantor and does not assume any obligations towards or relationship of agency or trust for any holder. The Paying Agent shall pay Auftrags- oder Treuhandverhältnis zwischen ihr und den Gläubigern begründet. Die Zahlstelle wird die von der Darlehensnehmerin bzw. der Garantin erbrachten Zahlungen an Kapital und Zinsen an die ihr bis spätestens 10 Geschäfts- tage vor dem Zahlungstermin bekannt gemach- ten Zessionare weiterleiten. Weiterhin wird die Zahlstelle etwaige Mitteilungen der Darlehens- nehmerin bzw. der Garantin oder der Gläubiger an die jeweils andere Partei entsprechend § 13 weiterleiten. to the assignees notified to it at least 10 Busi- ness Days prior to the payment date any pay- ments of principal and interest made to it by the Borrower or the Guarantor. The Paying Agent shall also forward any communications sent by the Borrower, the Guarantor or the Creditors to the relevant other party as set out in § 13.
Duties of the Paying Agent. (a) The Secured Party hereby appoints Bank One, NA, to act solely on its, the Hedge Counterparties and the Noteholders' behalf as Paying Agent hereunder, and Bank One, NA, hereby accepts such appointment. The Paying Agent, both prior to the occurrence of a Event of Default hereunder and after an Event of Default shall have been cured or waived, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement and in accordance with the Securities Account Control Agreement.
(b) All Collections received by the Paying Agent from the Servicer or otherwise will, pending remittance to the party entitled thereto, be held in trust by the Paying Agent for the benefit of the Noteholders and the Hedge Counterparties and together with all other payment obligations of the Borrower hereunder owing to the Noteholders and the Hedge Counterparties, shall be payable to the Noteholders and the Hedge Counterparties in accordance with the provisions hereof.
Duties of the Paying Agent. 7.1 Subject to the payments to the Fiscal Agent provided for by Clause 5 being duly made, the Paying Agent shall act as paying agent of the Issuer in respect of principal and interest on the Notes and pay or cause to be paid on behalf of the Issuer, on and after each date on which any payment of principal or interest becomes due and payable, the amounts of principal or interest then payable under the Conditions and this Agreement. If any payment provided for by Clause 5 is made late but otherwise under the terms of this Agreement, the Paying Agent shall nevertheless act as such paying agent following receipt by them of payment.
7.2 If default is made by the Issuer in respect of any payment, unless and until the full amount of the payment has been made under the terms of this Agreement (except as to the time of making the same) or other arrangements satisfactory to the Fiscal Agent have been made, neither the Fiscal Agent nor the Paying Agent shall be bound to act as paying agent.
