Common use of MISCELLANEOUS DUTIES OF THE PRINCIPAL PAYING AGENT Clause in Contracts

MISCELLANEOUS DUTIES OF THE PRINCIPAL PAYING AGENT. 7.1 Duties of the Principal Paying Agent in connection with early redemption and purchase (a) If the Issuer, at its option in accordance with Conditions 4.2 to 4.6 having given not less than 15 nor more than 60 days’ notice to the Holders in accordance with Condition 9 (which notice shall be irrevocable), intends to redeem the Notes (in whole but not in part) prior to their Maturity Date, the Issuer shall deliver to the Principal Paying Agent, at least 5 Business Days prior to the Holders being notified, a notification setting out information about the early redemption and instructing the cancellation of the relevant Notes (and upon receiving such notification from the Issuer, the Principal Paying Agent shall promptly notify the Portuguese Paying Agent about the same) and: (i) in the case of a redemption following a Gross-Up Event, deliver to the Principal Paying Agent (A) a certificate signed by any two duly authorised representatives of the Issuer stating that the Issuer is entitled to effect such redemption and setting out a statement of facts showing that the conditions to the exercise of the right of the Issuer to redeem have been satisfied, and (B) an opinion of an independent legal adviser of recognised standing to the effect that the Issuer has or will become obliged to pay the Additional Amounts referred to in the definition of Gross-up Event; and (ii) in the case of redemption following a Tax Event, deliver to the Principal Paying Agent an opinion from an independent legal adviser or recognised independent tax counsel which states that a Tax Event has occurred and deliver it to the Principal Paying Agent for inspection by Holders during normal business hours. (b) In the case of any such early redemption as described in Clause 7.1(a), the Principal Paying Agent shall: (i) in the case of redemption following a Tax Event, make available for inspection by Holders during normal business hours the opinion referred to in Clause 7.1(a)(ii); and (ii) deliver to Interbolsa, on behalf of the Issuer, a written notification of the early redemption and instruction for the cancellation of the relevant Notes.

Appears in 2 contracts

Samples: Paying Agency Agreement, Paying Agency Agreement

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MISCELLANEOUS DUTIES OF THE PRINCIPAL PAYING AGENT. 7.1 Duties of the Principal Paying Agent in connection with early redemption and purchase (a) If the Issuer, at its option in accordance with Conditions 4.2 to 4.6 4.5 having given not less than 15 30 nor more than 60 days’ notice to the Holders in accordance with Condition 9 (which notice shall be irrevocable), intends to redeem the Notes (in whole but not in part) prior to their Maturity Date, the Issuer shall deliver to the Principal Paying Agent, at least 5 Business Days prior to the Holders being notified, a notification setting out information about the early redemption and instructing the cancellation of the relevant Notes (and upon receiving such notification from the Issuer, the Principal Paying Agent shall promptly notify the Portuguese Paying Agent about the same) and: (i) in the case of a redemption following a Gross-Up Event, deliver to the Principal Paying Agent (A) a certificate signed by any two duly authorised representatives of the Issuer stating that the Issuer is entitled to effect such redemption and setting out a statement of facts showing that the conditions to the exercise of the right of the Issuer to redeem have been satisfied, and (B) an opinion of an independent legal adviser of recognised standing to the effect that the Issuer has or will become obliged to pay the Additional Amounts referred to in the definition of Gross-up Event; and (ii) in the case of redemption following a Tax Event, deliver to the Principal Paying Agent an opinion from an independent legal adviser or recognised independent tax counsel which states that a Tax Event has occurred and deliver it to the Principal Paying Agent for inspection by Holders during normal business hours. (b) In the case of any such early redemption as described in Clause 7.1(a), the Principal Paying Agent shall: (i) in the case of redemption following a Tax Event, make available for inspection by Holders during normal business hours the opinion referred to in Clause 7.1(a)(ii); and (ii) deliver to Interbolsa, on behalf of the Issuer, a written notification of the early redemption and instruction for the cancellation of the relevant Notes.

Appears in 1 contract

Samples: Paying Agency Agreement

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MISCELLANEOUS DUTIES OF THE PRINCIPAL PAYING AGENT. 7.1 Duties of the Principal Paying Agent in connection with early redemption and purchase (a) If the Issuer, at its option in accordance with Conditions 4.2 to 4.6 4.5 having given not less than 15 30 nor more than 60 days’ notice to the Holders in accordance with Condition 9 (which notice shall be irrevocable), intends to redeem the Notes (in whole but not in part) prior to their Maturity Date, the Issuer shall deliver to the Principal Paying Agent, at least 5 Business Days prior to the Holders being notified, a notification setting out information about the early redemption and instructing the cancellation of the relevant Notes (and upon receiving such notification from the Issuer, the Principal Paying Agent shall promptly notify the Portuguese Paying Agent about the same) and: (i) in the case of a redemption following a Gross-Up Event, deliver to the Principal Paying Agent (A) a certificate signed by any two duly authorised representatives of the Issuer stating that the Issuer is entitled to effect such redemption and setting out a statement of facts showing that the conditions to the exercise of the right of the Issuer to redeem have been satisfied, and (B) an opinion of an independent legal adviser of recognised standing to the effect that the Issuer has or will become obliged to pay the Additional Amounts referred to in the definition of Gross-up Event; and (ii) in the case of redemption following a Tax Event, deliver to the Principal Paying Agent an opinion from an independent legal adviser or recognised independent tax counsel which states that a Tax Event has occurred and deliver it to the Principal Paying Agent for inspection by Holders during normal business hours. (b) In the case of any such early redemption as described in Clause 7.1(a), the Principal Paying Agent shall: (i) in the case of redemption following a Tax Event, make available for inspection by Holders during normal business hours the opinion referred to in Clause 7.1(a)(ii); and (ii) deliver to Interbolsa, on behalf of the Issuer, a written notification of the early redemption and instruction for the cancellation of the relevant Notes.

Appears in 1 contract

Samples: Paying Agency Agreement

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