MISCELLANEOUS DUTIES OF THE PRINCIPAL PAYING AGENT AND THE PAYING AGENTS. 8.1 The Principal Paying Agent shall: (a) maintain a record of all Temporary Global Notes, Permanent Global Notes, Definitive Notes, Coupons and Xxxxxx delivered hereunder and of their redemption, payment, exchange, cancellation, mutilation, defacement, alleged destruction, theft or loss or replacement, provided that no record need be maintained of the serial numbers of Coupons (save for the serial numbers of Coupons for which replacements have been issued under Clause 5 (Replacement Notes), and unmatured Coupons missing at the time of redemption or other cancellation of the relevant Definitive Notes and for any subsequent payments against such Coupons) and shall send forthwith to the other Paying Agents a list of any unmatured Coupons and/or unexchanged Talons missing upon redemption of the relevant Definitive Note; (b) separately in respect of each Series of Notes, collect and maintain a record of all certifications received by it in accordance with the provisions of any Temporary Global Note and all certifications received by it in accordance with Clause 8.3; (c) upon request by the Issuer, inform the Issuer of the spot rate of exchange quoted by it for the purchase of the currency in which the relevant Notes are denominated against payment of euros on the date on which the Relevant Agreement in respect of such Notes was made; (d) make any notifications required to be made by it pursuant to Condition 5; and (e) make such records available for inspection upon reasonable notice at all reasonable times (during normal business hours) by the Issuer, the Trustee and the other Paying Agents. 8.2 The Paying Agents shall make available to the Principal Paying Agent such information as may reasonably be required for: (a) the maintenance of the records referred to in Clause 8.1; and (b) the Principal Paying Agent to perform the duties set out in Schedule 1 (Duties under the Issuer-ICSDs Agreement). 8.3 The Issuer may from time to time deliver to, or to the order of, the Principal Paying Agent Definitive Notes and unmatured Coupons and/or Talons appertaining thereto for cancellation, whereupon the Principal Paying Agent shall cancel such Definitive Notes, Coupons and Talons. The Issuer may from time to time:
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
MISCELLANEOUS DUTIES OF THE PRINCIPAL PAYING AGENT AND THE PAYING AGENTS. 8.1 Cancellation, destruction and records
10.1 The Principal Paying Agent shall:
(a) separately in respect of each Series of Notes, maintain a record of all Temporary Global Notes, Permanent Global Notes, Definitive Notes, Notes and Coupons and Xxxxxx delivered hereunder and of their redemption, payment, exchange, cancellation, mutilation, defacement, alleged destruction, theft or loss or replacement, replacement provided that no record need be maintained of the serial numbers of Coupons (save for the serial numbers of Coupons for which replacements have been issued under Clause 5 (Replacement Notes), and unmatured Coupons missing at the time of redemption or other cancellation of the relevant Definitive Notes and for any subsequent payments against such Coupons) and shall send forthwith to the other Paying Agents a list of any unmatured Coupons and/or unexchanged Talons missing upon redemption of the relevant Definitive Note;
(b) separately in respect of each Series of Notes, collect and maintain a record of all certifications received by it in accordance with the provisions of any Temporary Global Note and all certifications received by it in accordance with Clause 8.3Note;
(c) upon request by the Issuer, inform the Issuer of the spot rate of exchange quoted by it for the purchase of the currency in which the relevant Notes are denominated against payment of euros euro (or such other currency specified by the Issuer) on the date on which the Relevant Agreement (as defined in the Dealer Agreement) in respect of such Notes was made;
(d) make any notifications required to be made by it pursuant to Condition 5; and
(ed) make such records available for inspection upon reasonable notice at all reasonable times (during normal business hours) by the Issuer, the Trustee and the other Paying Agents.
8.2 10.2 The Paying Agents shall make available to the Principal Paying Agent such information as may reasonably be required for:
(a) the maintenance of the records referred to in Clause 8.110.1; and
(b) the Principal Paying Fiscal Agent to perform the duties set out in Schedule 1 5 (Duties under the Issuer-ICSDs Agreement).
8.3 10.3 The Issuer may from time to time deliver to, or to the order of, the Principal Paying Agent Definitive Notes and unmatured Coupons and/or Talons appertaining thereto for cancellation, whereupon the Principal Paying Agent shall cancel such Definitive NotesNotes and Coupons. In addition, Coupons and Talons. The the Issuer may from time to time:
(a) procure the delivery to the Principal Paying Agent of a Temporary Global Note or a Permanent Global Note with instructions to cancel a specified aggregate principal amount of Notes represented thereby (which instructions shall be accompanied by evidence satisfactory to the Principal Paying Agent that the Issuer is entitled to give such instructions) whereupon the Principal Paying Agent shall note or procure that there is noted on the Schedule to such Temporary Global Note or Permanent Global Note the aggregate principal amount of Notes so to be cancelled and the remaining principal amount thereof (which shall be the previous principal amount thereof less the aggregate principal amount of the Notes so cancelled) and shall procure the signature of such notation on its behalf; or
(b) instruct the Principal Paying Agent to cancel a specified aggregate principal amount of Notes represented by an NGN Temporary Global Note or an NGN Permanent Global Note (which instructions shall be accompanied by evidence satisfactory to the Principal Paying Agent that the Issuer is entitled to give such instructions) whereupon the Principal Paying Agent shall instruct the ICSDs (in accordance with the provisions of Schedule 5 (Duties under the Issuer-ICSDs Agreement)) to make appropriate entries in their respective records to reflect such cancellation.
10.4 As soon as reasonably practicable (but in any event not later than three months) after each interest or other payment date in relation to any Series of Bearer Notes, after each date on which Notes are cancelled in accordance with Clause 10.3, and after each date on which the Notes fall due for redemption, the Principal Paying Agent shall notify the Issuer, the Trustee and the other Paying Agents (on the basis of the information available to it and distinguishing between the Notes of each Series) of the serial numbers of any Definitive Notes and/or the number of Coupons (by reference to maturity) against presentation or surrender of which payment has been made and of the serial numbers of any Definitive Notes (distinguishing between different denominations) which have not yet been presented or surrendered for payment.
10.5 The Principal Paying Agent, any Paying Agent, the Transfer Agent and the Registrar, as the case may be, may destroy each Temporary Global Note, Permanent Global Note, Definitive Note, Talon and Coupon delivered to or cancelled by it in accordance with Clause 4.10, Clause 4.12, Clause 4.15, Clause 10.14, Clause 12.7, Clause 12.13, paragraph (c) of Clause 7.1 or (where there is no principal amount remaining of such Temporary Global Note or Permanent Global Note) delivered to and cancelled by it in accordance with Clause 10.3, in which case it shall as soon as reasonably practicable (but not later than 3 months after such destruction) furnish the Issuer and the Trustee upon written request with a certificate as to such destruction distinguishing between the Notes of each Series and specifying the serial numbers of the Temporary Global Note, Permanent Global Note and Definitive Notes in numerical sequence (and containing particulars of any unmatured Coupons and unexchanged Talons attached thereto or surrendered therewith) and the total number by payment or maturity date of Coupons (distinguishing Talons) so destroyed.
10.6 The Principal Paying Agent may instruct the Common Safekeeper to destroy each NGN Temporary Global Note, NGN Permanent Global Note or Global Note Certificate to be held under the NSS in accordance with Clause 4.10 or Clause 7.1 in which case, upon receipt of confirmation of destruction from the Common Safekeeper, the Principal Paying Agent shall furnish the Issuer and the Trustee upon written request with a copy of such confirmation (provided that, if the Principal Paying Agent is the Common Safekeeper, the Principal Paying Agent shall destroy each NGN Temporary Global Note and NGN Permanent Global Note in accordance with Clause 4.10 or Clause 7.1 and furnish the Issuer and the Trustee upon written request with confirmation of such destruction); and
10.7 The Principal Paying Agent, where it has delivered any authenticated Global Note or Global Note Certificate to a Common Safekeeper for effectuation using electronic means, is authorised and instructed to destroy the authenticated Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Global Note or Global Note Certificate has been effectuated.
Appears in 1 contract
Samples: Issuing and Paying Agency Agreement
MISCELLANEOUS DUTIES OF THE PRINCIPAL PAYING AGENT AND THE PAYING AGENTS. 8.1 The Principal Paying Agent shall:
(a) 8.1.1 maintain a record of all Temporary Global Notes, Permanent Global Notes, Definitive Notes, Notes and Coupons and Xxxxxx delivered hereunder and of their redemption, payment, exchange, cancellation, mutilation, defacement, alleged destruction, theft or loss or replacement, provided replacement Provided that no record need be maintained of the serial numbers of Coupons (save for the serial numbers of Coupons for which replacements have been issued under Clause 5 (Replacement Notes), and unmatured Coupons missing at the time of redemption or other cancellation of the relevant Definitive Notes and for any subsequent payments against such Coupons) and shall send forthwith to the other Paying Agents a list of any unmatured Coupons and/or unexchanged Talons missing upon redemption of the relevant Definitive Note;
8.1.2 (b) separately in respect of each Series of Notes, ) collect and maintain a record of all certifications received by it in accordance with the provisions of any Temporary Global Note and all certifications received by it in accordance with Clause 8.3Note;
(c) 8.1.3 upon request by the Issuerrelevant Issuer and/or the Guarantors (acting together), inform the relevant Issuer and each of the Guarantors of the spot rate of exchange quoted by it for the purchase of the currency in which the relevant Notes are denominated against payment of euros U.S. dollars on the date on which the Relevant Agreement in respect of such Notes was made;
(d) 8.1.4 make any notifications required to be made by it pursuant to Condition 57 (Floating Rate Note Provisions); and
(e) 8.1.5 make such records available for inspection upon reasonable notice at all reasonable times (during normal business hours) by the relevant Issuer, each of the Guarantors, the Trustee and the other Paying Agents.
8.2 The Paying Agents shall make available to the Principal Paying Agent such information as may reasonably be required for:
(a) 8.2.1 the maintenance of the records referred to in Clause 8.1; and
(b) 8.2.2 the Principal Paying Agent to perform the duties set out in Schedule 1 (Duties under the Issuer-ICSDs Agreement)4.
8.3 The relevant Issuer may from time to time deliver to, to or to the order of, of the Principal Paying Agent Definitive Notes and unmatured Coupons and/or Talons appertaining thereto for cancellation, whereupon the Principal Paying Agent shall cancel such Definitive NotesNotes and Coupons. In addition, Coupons and Talons. The the relevant Issuer may from time to time:
8.3.1 procure the delivery to the Principal Paying Agent of a CGN Temporary Global Note or a CGN Permanent Global Note with instructions to cancel a specified aggregate principal amount of Notes represented thereby (which instructions shall be accompanied by evidence satisfactory to the Principal Paying Agent that the relevant Issuer is entitled to give such instructions) whereupon the Principal Paying Agent shall note or procure that there is noted on the Schedule to such CGN Temporary Global Note or (as the case may be) CGN Permanent Global Note the aggregate principal amount of Notes so to be cancelled and the remaining principal amount thereof (which shall be the previous principal amount thereof less the aggregate principal amount of the Notes so cancelled) and shall procure the signature of such notation on its behalf; or
8.3.2 instruct the Principal Paying Agent to cancel a specified aggregate principal amount of Notes represented by an NGN Temporary Global Note or an NGN Permanent Global Note (which instructions shall be accompanied by evidence satisfactory to the Principal Paying Agent that the relevant Issuer is entitled to give such instructions) whereupon the Principal Paying Agent shall instruct the ICSDs (in accordance with the provisions of Schedule 4) to make appropriate entries in their respective records to reflect such cancellation.
8.4 As soon as practicable (and in any event within three months) after each interest or other payment date in relation to any Series of Notes, after each date on which Notes are cancelled in accordance with Clause 8.3, and after each date on which the Notes fall due for redemption, the Principal Paying Agent shall notify the relevant Issuer, each of the Guarantors, the Trustee and the other Paying Agents (on the basis of the information available to it) of the serial numbers of any Definitive Notes and the number of Coupons by maturity against surrender of which payment has been made and of any Definitive Notes and the number of Coupons which have not yet been surrendered for payment.
8.5 The Principal Paying Agent shall (at the expense of the relevant Issuer, failing whom the Guarantors upon and in accordance with the instructions of the relevant Issuer (failing whom each of the Guarantors) but not otherwise, arrange for the publication in accordance with the terms and conditions of any notice which is to be given to the holders of any Notes and shall supply a copy thereof to the Trustee and each other Paying Agent. As soon as reasonably practicable after it receives a demand or notice from any Noteholder in accordance with the Conditions, the relevant Paying Agent shall forward a copy to the relevant Issuer.
Appears in 1 contract
Samples: Paying Agency Agreement
MISCELLANEOUS DUTIES OF THE PRINCIPAL PAYING AGENT AND THE PAYING AGENTS. 8.1 The Principal Paying Agent shall:
(a) maintain a record of all Temporary Global Notes, Permanent Global Notes, Definitive Notes, Coupons and Xxxxxx delivered hereunder and of their redemption, payment, exchange, cancellation, mutilation, defacement, alleged destruction, theft or loss or replacement, provided that no record need be maintained of the serial numbers of Coupons (save for the serial numbers of Coupons for which replacements have been issued under Clause 5 (Replacement Notes), and unmatured Coupons missing at the time of redemption or other cancellation of the relevant Definitive Notes and for any subsequent payments against such Coupons) and shall send forthwith to the other Paying Agents a list of any unmatured Coupons and/or unexchanged Talons missing upon redemption of the relevant Definitive Note;
(b) separately in respect of each Series of Notes, collect and maintain a record of all certifications received by it in accordance with the provisions of any Temporary Global Note and all certifications received by it in accordance with Clause 8.3;
(c) upon request by the Issuer, inform the Issuer of the spot rate of exchange quoted by it for the purchase of the currency in which the relevant Notes are denominated against payment of euros on the date on which the Relevant Agreement in respect of such Notes was made;
(d) make any notifications required to be made by it pursuant to Condition 5; and
(e) make such records available for inspection upon reasonable notice at all reasonable times (during normal business hours) by the Issuer, the Trustee and the other Paying Agents.
8.2 The Paying Agents shall make available to the Principal Paying Agent such information as may reasonably be required for:
(a) the maintenance of the records referred to in Clause 8.1; and
(b) the Principal Paying Agent to perform the duties set out in Schedule 1 (Duties under the Issuer-ICSDs Agreement).
8.3 The Issuer may from time to time deliver to, or to the order of, the Principal Paying Agent Definitive Notes and unmatured Coupons and/or Talons appertaining thereto for cancellation, whereupon the Principal Paying Agent shall cancel such Definitive Notes, Coupons and Talons. The Issuer may from time to time:
(a) Principal Paying Agent: procure the delivery to the Principal Paying Agent of a CGN Temporary Global Note or a CGN Permanent Global Note with instructions to cancel a specified aggregate principal amount of Notes represented thereby whereupon the Principal Paying Agent shall note or procure that there is noted on the Schedule to such CGN Temporary Global Note or (as the case may be) CGN Permanent Global Note the aggregate principal amount of Notes so to be cancelled and the remaining principal amount thereof (which shall be the previous principal amount thereof less the aggregate principal amount of the Notes so cancelled) and shall procure the signature of such notation on its behalf; or
Appears in 1 contract
Samples: Agency Agreement
MISCELLANEOUS DUTIES OF THE PRINCIPAL PAYING AGENT AND THE PAYING AGENTS.
8.1 The Principal Paying Agent shall:shall:
(a) 8.1.1 maintain a record of all Temporary Global Notes, Permanent Global Notes, Definitive Notes, Notes and Coupons and Xxxxxx delivered hereunder and of their redemption, payment, exchange, cancellation, mutilation, defacement, alleged destruction, theft or loss or replacement, provided replacement Provided that no record need be maintained of the serial numbers of Coupons (save for the serial numbers of Coupons for which replacements have been issued under Clause 5 (Replacement Notes), and unmatured Coupons missing at the time of redemption or other cancellation of the relevant Definitive Notes and for any subsequent payments against such Coupons) and shall send forthwith to the other Paying Agents a list of any unmatured Coupons and/or unexchanged Talons missing upon redemption of the relevant Definitive Note;
8.1.2 (b) separately in respect of each Series of Notes, ) collect and maintain a record of all certifications received by it in accordance with the provisions of any Temporary Global Note and all certifications received by it in accordance with Clause 8.3Note;
(c) 8.1.3 upon request by the Issuerrelevant Issuer and/or the Guarantors (acting together), inform the relevant Issuer and each of the Guarantors of the spot rate of exchange quoted by it for the purchase of the currency in which the relevant Notes are denominated against payment of euros U.S. dollars on the date on which the Relevant Agreement in respect of such Notes was made;
(d) 8.1.4 make any notifications required to be made by it pursuant to Condition 57 (Floating Rate Note Provisions); and
(e) 8.1.5 make such records available for inspection upon reasonable notice at all reasonable times (during normal business hours) by the relevant Issuer, each of the Guarantors, the Trustee and the other Paying Agents.
8.2 The Paying Agents shall make available to the Principal Paying Agent such information as may reasonably be required for:
(a) 8.2.1 the maintenance of the records referred to in Clause 8.1; and
(b) 8.2.2 the Principal Paying Agent to perform the duties set out in Schedule 1 (Duties under the Issuer-ICSDs Agreement)4.
8.3 The relevant Issuer may from time to time deliver to, to or to the order of, of the Principal Paying Agent Definitive Notes and unmatured Coupons and/or Talons appertaining thereto for cancellation, whereupon the Principal Paying Agent shall cancel such Definitive NotesNotes and Coupons. In addition, Coupons and Talons. The the relevant Issuer may from time to time:time:
8.3.1 procure the delivery to the Principal Paying Agent of a CGN Temporary Global Note or a CGN Permanent Global Note with instructions to cancel a specified aggregate principal amount of Notes represented thereby (which instructions shall be accompanied by evidence satisfactory to the Principal Paying Agent that the relevant Issuer is entitled to give such instructions) whereupon the Principal Paying Agent shall note or procure that there is noted on the Schedule to such CGN Temporary Global Note or (as the case may be) CGN Permanent Global Note the aggregate principal amount of Notes so to be cancelled and the remaining principal amount thereof (which shall be the previous principal amount thereof less the aggregate principal amount of the Notes so cancelled) and shall procure the signature of such notation on its behalf; or
8.3.2 instruct the Principal Paying Agent to cancel a specified aggregate principal amount of Notes represented by an NGN Temporary Global Note or an NGN Permanent Global Note (which instructions shall be accompanied by evidence satisfactory to the Principal Paying Agent that the relevant Issuer is entitled to give such instructions) whereupon the Principal Paying Agent shall instruct the ICSDs (in accordance with the provisions of Schedule 4) to make appropriate entries in their respective records to reflect such cancellation.
8.4 As soon as practicable (and in any event within three months) after each interest or other payment date in relation to any Series of Notes, after each date on which Notes are cancelled in accordance with Clause 8.3, and after each date on which the Notes fall due for redemption, the Principal Paying Agent shall notify the relevant Issuer, each of the Guarantors, the Trustee and the other Paying Agents (on the basis of the information available to it) of the serial numbers of any Definitive Notes and the number of Coupons by maturity against surrender of which payment has been made and of any Definitive Notes and the number of Coupons which have not yet been surrendered for payment.
8.5 The Principal Paying Agent shall (at the expense of the relevant Issuer, failing whom the Guarantors upon and in accordance with the instructions of the relevant Issuer (failing whom each of the Guarantors) but not otherwise, arrange for the publication in accordance with the terms and conditions of any notice which is to be given to the holders of any Notes and shall supply a copy thereof to the Trustee and each other Paying Agent. As soon as reasonably practicable after it receives a demand or notice from any Noteholder in accordance with the Conditions, the relevant Paying Agent shall forward a copy to the relevant Issuer.
Appears in 1 contract
Samples: Paying Agency Agreement
