Duties of the Principal Paying Agent. The Principal Paying Agent shall procure the holding in safe custody of all unauthenticated Definitive Ninth Issuer Notes delivered to it in accordance with Clause 3.5 and shall ensure that such Definitive Ninth Issuer Notes are authenticated and delivered only in accordance with the terms hereof and of the Conditions.
Duties of the Principal Paying Agent. The Principal Paying Agent shall procure the holding in safe custody of all unauthenticated Definitive Notes delivered to it in accordance with Clause 3.2(b) and shall ensure that such Definitive Notes are authenticated and delivered only in accordance with the terms hereof and of the Conditions.
Duties of the Principal Paying Agent. 6.1 Subject to the payments to the Principal Paying Agent provided for in Clause 4 being duly made and subject to the provisions of Clause 7, the Principal Paying Agent shall act as paying agent of the Issuer in respect of the Notes and shall pay or cause to be paid on behalf of the Issuer, on and after each date on which any payment becomes due and payable, any principal or interest then payable under the Conditions and this Agreement. If any payment provided for by Clause 4 is made late but otherwise under the terms of this Agreement the Principal Paying Agent shall nevertheless act as paying agent following receipt by it of payment.
6.2 If default is made by the Issuer in respect of any payment, then unless and until the full amount of the relevant payment has been made in accordance with the terms of this Agreement (except as to the time of making the same) or other arrangements satisfactory to the Principal Paying Agent have been made, the Principal Paying Agent shall not be bound to act as paying agent.
6.3 Without prejudice to Clauses 6.1 and 6.2, if the Principal Paying Agent pays any amounts to the holders of Notes or Coupons at a time when it has not received payment in full in respect of the Notes in accordance with Clause 4.1 (the excess of the amounts so paid over the amounts so received being the “Shortfall”), the Issuer will, in addition to paying amounts due under Clause 4.1, pay to the Principal Paying Agent on demand interest (at a rate which represents the Principal Paying Agent’s cost of funding the Shortfall) on the Shortfall (or the unreimbursed portion thereof) until the receipt in full by the Principal Paying Agent of the Shortfall.
6.4 Whilst any Notes are represented by a Global Note, all payments due in respect of the Notes shall be made to, or to the order of, the holder of the Global Note, subject to and in accordance with the provisions of the Global Note. On the occasion of each payment, the Principal Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect such payment.
6.5 If on presentation of a Note or Coupon in definitive form the amount payable in respect of the Note or Coupon is not paid in full (otherwise than as a result of withholding or deduction required to be made for or on account of any Taxes as permitted by the Conditions) the Principal Paying Agent shall make a record of the shortfall on the relevant Note or Coupon and the record shall in th...
Duties of the Principal Paying Agent. Upon the exercise of any Bail-in Power by the Relevant Resolution Authority, the Issuer and each Noteholder hereby agree that (a) the Principal Paying Agent shall not be required to take any directions from Noteholders, and (b) the Agency Agreement shall impose no duties upon the Principal Paying Agent whatsoever, in each case with respect to the exercise of any Bail-in Power by the Relevant Resolution Authority. Notwithstanding the foregoing, if, following the completion of the exercise of the Bail-In Power by the Relevant Resolution Authority, any Notes remain outstanding (for example, if the exercise of the Bail-In Power results in only a partial write-down of the principal of the Notes), then the Principal Paying Agent’s duties under the Agency Agreement shall remain applicable with respect to the Notes following such completion to the extent that the Issuer and the Principal Paying Agent shall agree pursuant to an amendment to the Agency Agreement.
