PAYMENTS TO THE PRINCIPAL PAYING AGENT. 6.1 In order to provide for the payment of interest and principal or, as the case may be, any other redemption amount payable in respect of the Notes of each Series as the same shall become due and payable, the Issuer shall pay to the Principal Paying Agent, on or before the date on which such payment becomes due, an amount equal to the amount of immediately payable funds, principal, redemption amount or, as the case may be, interest (including for this purpose any amounts remaining payable in respect of uncancelled Coupons pertaining to Definitive Notes which have been cancelled following their purchase in accordance with the terms and conditions) then becoming due in respect of such Notes. 6.2 Each amount payable by the Issuer under Clause 6.1 shall be paid unconditionally by credit transfer in the currency in which the Notes of the relevant Series are denominated or, if different, payable in immediately available, freely transferable, cleared funds not later than 10.00 a.m. (local time) on the relevant day to such account with such bank as the Principal Paying Agent may by notice to the Issuer have specified for the purpose. The Issuer shall, before 10.00 a.m. (London time) on the second Business Day before the due date of each payment by it under Clause 6.1, confirm to the Principal Paying Agent by providing it with a copy of an irrevocable payment instruction to the bank through which the payment is to be made that it has given instructions for the transfer of the relevant funds to the Principal Paying Agent and the name and the account of the bank through which such payment is being made. 6.3 The Principal Paying Agent shall be entitled to deal with each amount paid to it hereunder in the same manner as other amounts paid to it as a banker by its customers provided that: (a) it shall not against the Issuer exercise any lien, right of set-off or similar claim in respect thereof; and (b) it shall not be liable to any person for interest thereon. Furthermore, no monies held by any Paying Agent need to be segregated except where required by law and as a result such money will not be held in accordance with the Client Money Rules. 6.4 All monies paid to the Principal Paying Agent by the Issuer in respect of any Note shall be held by the Principal Paying Agent from the moment when such monies are received until the time of actual payment thereof, subject to Clause 7.9, to apply the same in accordance with Clauses 7.3 and 7.4, and the Principal Paying Agent shall not be obliged to repay any such amount unless or until the obligation to make the relevant payment becomes void or ceases in accordance with the terms and conditions, in which event it shall repay to the Issuer such portion of such amount as relates to such payment by paying the same by credit transfer to such account with such bank as the Issuer may by notice to the Principal Paying Agent have specified for the purpose. 6.5 The Principal Paying Agent shall notify the other Paying Agents, the Issuer and the Trustee immediately: (a) if it has not by the specified time on the relevant date received unconditionally the full amount in the specified currency required for the payment; and (b) if it receives unconditionally the full amount of any sum payable in respect of the Notes or Coupons after that date. The Principal Paying Agent shall, immediately upon receipt of any amount as described in (b) above and at the expense of the Issuer, cause notice of that receipt to be published under Clause 15.
Appears in 3 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
PAYMENTS TO THE PRINCIPAL PAYING AGENT. 6.1 (a) Issuer to pay the Principal Paying Agent In order to provide for the payment of principal and interest and principal or, as the case may be, any other redemption amount payable in respect of the Notes of each Series as Notes, on any day the same shall become becomes due and payable, the Issuer shall pay to the Principal Paying Agentshall, on or before the date day on which such payment becomes dueso due and payable, pay (as provided below) to the Principal Paying Agent (i) an amount equal to the amount of immediately payable funds, principal, redemption amount orprincipal and/or, as the case may be, interest (including for this purpose any amounts remaining payable in respect of uncancelled Coupons pertaining to Definitive Notes which have been cancelled following their purchase in accordance with the terms and conditions) then becoming falling due in respect of the Notes on such Notesdate and (ii) Interbolsa fees due and payable by the Issuer with each payment of principal and interest in respect of the services rendered by Interbolsa in relation to such payment. The Principal Paying Agent shall transfer the amounts referred to above to the Portuguese Paying Agent’s, or any other relevant Paying Agent’s, account for purposes of payment to Holders in accordance with Clause 5.3 below.
6.2 (b) Xxxxxx and time of payment Each amount payable by the Issuer to the Principal Paying Agent under Clause 6.1 5.1(a) shall be paid unconditionally by credit transfer in the currency in which the Notes of the relevant Series are denominated or, if different, payable euro and in immediately available, freely transferable, cleared funds not later than 10.00 11.00 a.m. (local CET time) on the relevant day to such account with such bank as the Principal Paying Agent may from time to time by notice in writing to the Issuer have specified specify for the such purpose. Any amount payable by the Principal Paying Agent to the Portuguese Paying Agent or any other any relevant Paying Agent from time to time shall be paid unconditionally by credit transfer in euro and in immediately available, freely transferable, cleared funds not later than 11.00 a.m. (CET time) on the relevant day to such account with such bank as such Paying Agent may from time to time by notice in writing to the Principal Paying Agent specify for such purpose.
(c) Notice of payment The Issuer shall, before 10.00 11.00 a.m. (London CET time) on the second seventh Business Day before prior to the due date of each payment to be made by it under Clause 6.1, confirm to the Principal Paying Agent by providing it under Clause 5.1(a) provide the Principal Paying Agent with a copy of an irrevocable payment instruction to the bank through which the payment is to be made confirmation that it has given instructions for the will transfer of the relevant funds to the Principal Paying Agent and Agent, in accordance with Clause 5.1(a), the name and the account of the bank through which such payment is being sufficient amount for those payments to be made.
6.3 (d) Exclusion of liens and interest The Principal Paying Agent Agents shall be entitled to deal with each amount paid to it hereunder under this Clause 5 in the same manner as other amounts paid to it as a banker by its customers (subject to the terms and conditions of this Agreement) provided that:
(ai) it shall not exercise against the Issuer exercise or any Holder any lien, right of set-off or similar claim claim, nor shall it charge any commission or expense, in respect thereof; and
(bii) it shall not be liable to any person for interest thereon.
(e) Application by the Paying Agents The Paying Agents shall apply each amount paid to it in respect of any Notes in accordance with Clause 5.3. Furthermore, no monies No money held by any the Paying Agent need Agents needs to be segregated except where as required by law and as a result such money will not be held in accordance with the Client Money Ruleslaw.
6.4 All monies paid (f) Failure to the Principal Paying Agent by the Issuer in respect of any Note shall be held by the Principal Paying Agent from the moment when such monies are received until the time of actual confirm payment thereof, subject to Clause 7.9, to apply the same in accordance with Clauses 7.3 and 7.4, and the Principal Paying Agent shall not be obliged to repay any such amount unless or until the obligation to make the relevant payment becomes void or ceases in accordance with the terms and conditions, in which event it shall repay to the Issuer such portion of such amount as relates to such payment by paying the same by credit transfer to such account with such bank as the Issuer may by notice to the Principal Paying Agent have specified for the purpose.
6.5 instructions The Principal Paying Agent shall forthwith notify the other Paying AgentsIssuer, the Issuer and the Trustee immediatelyby facsimile or e-mail:
(ai) if it has not not, by the relevant time specified time on the relevant date in Clause 5.1(b) received unconditionally unconditionally, the full amount in the specified currency euro required for the any payment; andor
(bii) if it unconditionally receives unconditionally the full amount of any sum payable due in respect of the Notes or Coupons after that date. The Principal Paying Agent shall, immediately upon receipt of any amount as described the relevant time specified in (b) above and at the expense of the Issuer, cause notice of that receipt to be published under Clause 155.1(b).
Appears in 2 contracts
PAYMENTS TO THE PRINCIPAL PAYING AGENT. 6.1 Relevant Issuer to pay Principal Paying Agent
8.1 In order to provide for the payment of principal and interest and principal or, as the case may be, any other redemption amount payable in respect of the Notes of each Series as the same shall become becomes due and payable, the Relevant Issuer (failing whom the Relevant Guarantors) shall pay to the Principal Paying Agent, on or before the date day on which such payment becomes due, an amount equal to the amount of immediately payable funds, principal, redemption amount or, principal and/or (as the case may be, ) interest (including for this purpose any amounts remaining payable in respect of uncancelled Coupons pertaining to Definitive Notes which have been cancelled following their purchase in accordance with the terms and conditions) then becoming falling due in respect of the Notes on such Notesdate.
6.2 8.2 Each amount payable by the Relevant Issuer (failing whom the Relevant Guarantors) under Clause 6.1 8.1 (Relevant Issuer to pay Principal Paying Agent) shall be paid unconditionally by credit electronic transfer in the currency in which the Notes of the relevant Series are denominated or, if different, payable and in immediately available, freely transferable, cleared funds not later than 10.00 a.m. (local timeLocal Time) on the relevant day due date to such account with such bank as the Principal Paying Agent may from time to time by notice to the Relevant Issuer and the Relevant Guarantors (with a copy to the Trustee) have specified for the purpose. The Relevant Issuer (failing whom the Relevant Guarantors) shall, before 10.00 a.m. (London timeLocal Time) on the second Business Local Banking Day before the due date of each payment by it under Clause 6.18.1 (Relevant Issuer to pay Principal Paying Agent), confirm to the Principal Paying Agent by providing it with a copy of an irrevocable that payment instruction instructions relating to the bank through which the payment is to be made that it has given instructions for the transfer of the relevant funds to the Principal Paying Agent and the name and the account of the bank through which such payment is being madehave been or will be delivered.
6.3 8.3 The Principal Paying Agent shall be entitled to deal with each amount paid to it hereunder under this Clause 8 in the same manner as other amounts paid to it as a banker by its customers provided provided, however, that:
(a) Liens: it shall not exercise against the Relevant Issuer exercise or the Relevant Guarantors any lien, right of set-off or similar claim in respect thereof;
(b) Segregation: money held by it need not be segregated except as required by law; and
(bc) Interest: it shall not be liable to any person for interest thereon. Furthermore, no monies held by any Paying Agent need to be segregated except where required by law and as a result such money will not be held in accordance with the Client Money Rules.
6.4 All monies paid to the Principal Paying Agent by the Issuer in respect of any Note shall be held by the Principal Paying Agent from the moment when such monies are received until the time of actual payment thereof, subject to Clause 7.9, to apply the same in accordance with Clauses 7.3 and 7.4, and the Principal Paying Agent shall not be obliged to repay any such amount unless or until the obligation to make the relevant payment becomes void or ceases in accordance with the terms and conditions, in which event it shall repay to the Issuer such portion of such amount as relates to such payment by paying the same by credit transfer to such account with such bank as the Issuer may by notice to the Principal Paying Agent have specified for the purpose.
6.5 The Principal Paying Agent shall notify the other Paying Agents, the Issuer and the Trustee immediately:
(a) if it has not by the specified time on the relevant date received unconditionally the full amount in the specified currency required for the payment; and
(b) if it receives unconditionally the full amount of any sum payable in respect of the Notes or Coupons after that date. The Principal Paying Agent shall, immediately upon receipt of any amount as described in (b) above and at the expense of the Issuer, cause notice of that receipt to be published under Clause 15.
Appears in 1 contract
Samples: Agency Agreement
PAYMENTS TO THE PRINCIPAL PAYING AGENT. 6.1 (a) Issuer to pay the Principal Paying Agent In order to provide for the payment of principal and interest and principal or, as the case may be, any other redemption amount payable in respect of the Notes of each Series as Notes, on any day the same shall become becomes due and payable, the Issuer shall pay to the Principal Paying Agentshall, on or before the date day on which such payment becomes dueso due and payable, pay (as provided below) to the Principal Paying Agent (i) an amount equal to the amount of immediately payable funds, principal, redemption amount orprincipal and/or, as the case may be, interest (including for this purpose any amounts remaining payable in respect of uncancelled Coupons pertaining to Definitive Notes which have been cancelled following their purchase in accordance with the terms and conditions) then becoming falling due in respect of the Notes on such Notesdate and (ii) Interbolsa fees due and payable by the Issuer with each payment of principal and interest in respect of the services rendered by Interbolsa in relation to such payment. The Principal Paying Agent shall transfer the amounts referred to above to the Portuguese Paying Agent’s, or any other relevant Paying Agent’s, account for purposes of payment to Holders in accordance with Clause 5.3 below.
6.2 (b) Manner and time of payment Each amount payable by the Issuer to the Principal Paying Agent under Clause 6.1 5.1(a) shall be paid unconditionally by credit transfer in the currency in which the Notes of the relevant Series are denominated or, if different, payable euro and in immediately available, freely transferable, cleared funds not later than 10.00 11.00 a.m. (local CET time) on the relevant day to such account with such bank as the Principal Paying Agent may from time to time by notice in writing to the Issuer have specified specify for the such purpose. Any amount payable by the Principal Paying Agent to the Portuguese Paying Agent or any other any relevant Paying Agent from time to time shall be paid unconditionally by credit transfer in euro and in immediately available, freely transferable, cleared funds not later than 11.00 a.m. (CET time) on the relevant day to such account with such bank as such Paying Agent may from time to time by notice in writing to the Principal Paying Agent specify for such purpose.
(c) Notice of payment The Issuer shall, before 10.00 11.00 a.m. (London CET time) on the second seventh Business Day before prior to the due date of each payment to be made by it under Clause 6.1, confirm to the Principal Paying Agent by providing it under Clause 5.1(a) provide the Principal Paying Agent with a copy of an irrevocable payment instruction to the bank through which the payment is to be made confirmation that it has given instructions for the will transfer of the relevant funds to the Principal Paying Agent and Agent, in accordance with Clause 5.1(a), the name and the account of the bank through which such payment is being sufficient amount for those payments to be made.
6.3 (d) Exclusion of liens and interest The Principal Paying Agent Agents shall be entitled to deal with each amount paid to it hereunder under this Clause 5 in the same manner as other amounts paid to it as a banker by its customers (subject to the terms and conditions of this Agreement) provided that:
(ai) it shall not exercise against the Issuer exercise or any Holder any lien, right of set-off or similar claim claim, nor shall it charge any commission or expense, in respect thereof; and
(bii) it shall not be liable to any person for interest thereon. Furthermore, no monies .
(e) Application by the Paying Agents The Paying Agents shall apply each amount paid to it in respect of any Notes in accordance with Clause 5.3 No money held by any the Paying Agent need Agents needs to be segregated except where as required by law and as a result such money will not be held in accordance with the Client Money Ruleslaw.
6.4 All monies paid (f) Failure to the Principal Paying Agent by the Issuer in respect of any Note shall be held by the Principal Paying Agent from the moment when such monies are received until the time of actual confirm payment thereof, subject to Clause 7.9, to apply the same in accordance with Clauses 7.3 and 7.4, and the Principal Paying Agent shall not be obliged to repay any such amount unless or until the obligation to make the relevant payment becomes void or ceases in accordance with the terms and conditions, in which event it shall repay to the Issuer such portion of such amount as relates to such payment by paying the same by credit transfer to such account with such bank as the Issuer may by notice to the Principal Paying Agent have specified for the purpose.
6.5 instructions The Principal Paying Agent shall forthwith notify the other Paying AgentsIssuer, the Issuer and the Trustee immediatelyby facsimile or e-mail:
(ai) if it has not not, by the relevant time specified time on the relevant date in Clause 5.1(b) received unconditionally unconditionally, the full amount in the specified currency euro required for the any payment; andor
(bii) if it unconditionally receives unconditionally the full amount of any sum payable due in respect of the Notes or Coupons after that date. The Principal Paying Agent shall, immediately upon receipt of any amount as described the relevant time specified in (b) above and at the expense of the Issuer, cause notice of that receipt to be published under Clause 155.1(b).
Appears in 1 contract
Samples: Paying Agency Agreement
PAYMENTS TO THE PRINCIPAL PAYING AGENT. 6.1 (a) Issuer to pay the Principal Paying Agent In order to provide for the payment of principal and interest and principal or, as the case may be, any other redemption amount payable in respect of the Notes of each Series as Notes, on any day the same shall become becomes due and payable, the Issuer shall pay to the Principal Paying Agentshall, on or before the date day on which such payment becomes dueso due and payable, pay (as provided below) to the Principal Paying Agent (i) an amount equal to the amount of immediately payable funds, principal, redemption amount orprincipal and/or, as the case may be, interest (including for this purpose any amounts remaining payable in respect of uncancelled Coupons pertaining to Definitive Notes which have been cancelled following their purchase in accordance with the terms and conditions) then becoming falling due in respect of the Notes on such Notesdate and (ii) Interbolsa fees due and payable by the Issuer with each payment of principal and interest in respect of the services rendered by Interbolsa in relation to such payment. The Principal Paying Agent shall transfer the amounts referred to above to the Portuguese Paying Agent’s, or any other relevant Paying Agent’s, account for purposes of payment to Holders in accordance with Clause 5.3 below.
6.2 (b) Xxxxxx and time of payment Each amount payable by the Issuer to the Principal Paying Agent under Clause 6.1 5.1(a) shall be paid unconditionally by credit transfer in the currency in which the Notes of the relevant Series are denominated or, if different, payable euro and in immediately available, freely transferable, cleared funds not later than 10.00 11.00 a.m. (local CET time) on the relevant day to such account with such bank as the Principal Paying Agent may from time to time by notice in writing to the Issuer have specified specify for the such purpose. Any amount payable by the Principal Paying Agent to the Portuguese Paying Agent or any other any relevant Paying Agent from time to time shall be paid unconditionally by credit transfer in euro and in immediately available, freely transferable, cleared funds not later than 11.00 a.m. (CET time) on the relevant day to such account with such bank as such Paying Agent may from time to time by notice in writing to the Principal Paying Agent specify for such purpose.
(c) Notice of payment The Issuer shall, before 10.00 11.00 a.m. (London CET time) on the second seventh Business Day before prior to the due date of each payment to be made by it under Clause 6.1, confirm to the Principal Paying Agent by providing it under Clause 5.1(a) provide the Principal Paying Agent with a copy of an irrevocable payment instruction to the bank through which the payment is to be made confirmation that it has given instructions for the will transfer of the relevant funds to the Principal Paying Agent and Agent, in accordance with Clause 5.1(a), the name and the account of the bank through which such payment is being sufficient amount for those payments to be made.
6.3 (d) Exclusion of liens and interest The Principal Paying Agent Agents shall be entitled to deal with each amount paid to it hereunder under this Clause 5 in the same manner as other amounts paid to it as a banker by its customers (subject to the terms and conditions of this Agreement) provided that:
(ai) it shall not exercise against the Issuer exercise or any Holder any lien, right of set-off or similar claim claim, nor shall it charge any commission or expense, in respect thereof; and
(bii) it shall not be liable to any person for interest thereon. Furthermore, no monies .
(e) Application by the Paying Agents The Paying Agents shall apply each amount paid to it in respect of any Notes in accordance with Clause 5.3 No money held by any the Paying Agent need Agents needs to be segregated except where as required by law and as a result such money will not be held in accordance with the Client Money Ruleslaw.
6.4 All monies paid (f) Failure to the Principal Paying Agent by the Issuer in respect of any Note shall be held by the Principal Paying Agent from the moment when such monies are received until the time of actual confirm payment thereof, subject to Clause 7.9, to apply the same in accordance with Clauses 7.3 and 7.4, and the Principal Paying Agent shall not be obliged to repay any such amount unless or until the obligation to make the relevant payment becomes void or ceases in accordance with the terms and conditions, in which event it shall repay to the Issuer such portion of such amount as relates to such payment by paying the same by credit transfer to such account with such bank as the Issuer may by notice to the Principal Paying Agent have specified for the purpose.
6.5 instructions The Principal Paying Agent shall forthwith notify the other Paying AgentsIssuer, the Issuer and the Trustee immediatelyby facsimile or e-mail:
(ai) if it has not not, by the relevant time specified time on the relevant date in Clause 5.1(b) received unconditionally unconditionally, the full amount in the specified currency euro required for the any payment; andor
(bii) if it unconditionally receives unconditionally the full amount of any sum payable due in respect of the Notes or Coupons after that date. The Principal Paying Agent shall, immediately upon receipt of any amount as described the relevant time specified in (b) above and at the expense of the Issuer, cause notice of that receipt to be published under Clause 155.1(b).
Appears in 1 contract
Samples: Paying Agency Agreement
PAYMENTS TO THE PRINCIPAL PAYING AGENT. 6.1 In order to provide for the payment of interest and principal or, as the case may be, any other redemption amount payable in respect of the Notes of each Series as the same shall become due and payable, the Issuer relevant Issuer, failing whom, each of the Guarantors shall pay to the Principal Paying Agent, Agent on or before the date on which such payment becomes due, due an amount equal to the amount of immediately payable funds, principal, redemption amount or, as the case may be, interest (including for this purpose any amounts remaining payable in respect of uncancelled Coupons pertaining to Definitive Notes which have been cancelled following their purchase in accordance with the terms and conditions) then becoming due in respect of such Notes.
6.2 Each amount payable by the relevant Issuer under Clause 6.1 shall be paid unconditionally by credit transfer in the currency in which the Notes of the relevant Series are denominated or, if different, payable and in immediately available, freely transferable, cleared transferable funds not later than 10.00 a.m. (local time) on the relevant day to such account with such bank as the Principal Paying Agent may by notice to the Issuer relevant Issuer, with a copy to the Guarantors, have specified for the purpose. The Issuer relevant Issuer, failing whom, each of the Guarantors shall, before 10.00 a.m. (London time) on the second Business Day London business day before the due date of each payment by it under Clause 6.1, confirm to the Principal Paying Agent by providing it with a copy of an irrevocable payment instruction to the bank through which the payment is to be made duly signed fax or SWIFT message that it has given instructions for the transfer of the relevant funds to the Principal Paying Agent and the name and the account of the bank through which such payment is being made.
6.3 The Principal Paying Agent shall be entitled to deal with each amount paid to it hereunder in the same manner as other amounts paid to it as a banker by its customers provided that:
(a) it shall not against the relevant Issuer or, as the case may be, the Guarantors exercise any lien, right of set-off or similar claim in respect thereof; and
(b) it shall not be liable to any person for interest thereon. Furthermore, no monies held by any Paying Agent need to be segregated except where required by law and as a result such money will not be held in accordance with the Client Money Rules.
6.4 All monies moneys paid to the Principal Paying Agent by the Issuer relevant Issuer, failing whom, any of the Guarantors, in respect of any Note shall be held by the Principal Paying Agent from the moment when such monies moneys are received until the time of actual payment thereof, subject to Clause 7.9, to apply the same in accordance with Clauses 7.3 and 7.4, and the Principal Paying Agent shall not be obliged to repay any such amount unless or until the obligation to make the relevant payment becomes void or ceases in accordance with the terms and conditions, in which event it shall repay to the Issuer such portion of such amount as relates to such payment by paying the same by credit transfer to such account with such bank as the Issuer may by notice to the Principal Paying Agent have specified for the purpose.
6.5 The Principal Paying Agent shall notify the other Paying Agents, the Issuer and the Trustee immediately:
(a) if it has not by the specified time on the relevant date received unconditionally the full amount in the specified currency required for the payment; and
(b) if it receives unconditionally the full amount of any sum payable in respect of the Notes or Coupons after that date. The Principal Paying Agent shall, immediately upon receipt of any amount as described in (b) above and at the expense of the Issuer, cause notice of that receipt to be published under Clause 15.Clauses
Appears in 1 contract
Samples: Paying Agency Agreement
PAYMENTS TO THE PRINCIPAL PAYING AGENT. 6.1 In order 4.1 The Issuer or, failing the Issuer, the Guarantor shall, by no later than 10.00 a.m. (London time) on the Business Day (as defined below) on which any payment of principal, premium or interest in respect of any of the Notes becomes due under the Conditions, transfer to provide an account specified by the Principal Paying Agent such amount of euros as shall be sufficient for the purposes of the payment of principal, premium and/or interest in immediately available funds in funds settled through such payment system as the Principal Paying Agent and principal the Issuer or, as the case may be, any other redemption amount payable in respect of the Notes of each Series as the same shall become due and payable, the Guarantor may agree.
4.2 The Issuer shall pay to the Principal Paying Agent, on or before the date on which such payment becomes due, an amount equal to the amount of immediately payable funds, principal, redemption amount or, as the case may be, interest (including for this purpose any amounts remaining payable in respect of uncancelled Coupons pertaining to Definitive Notes which have been cancelled following their purchase in accordance with the terms and conditions) then becoming due in respect of such Notes.
6.2 Each amount payable by the Issuer under Clause 6.1 Guarantor shall be paid unconditionally by credit transfer in the currency in which the Notes of the relevant Series are denominated or, if different, payable in immediately available, freely transferable, cleared funds not later than 10.00 a.m. (local time) on the relevant day to such account with such bank as the Principal Paying Agent may by notice to the Issuer have specified for the purpose. The Issuer shallensure that, before 10.00 a.m. (London time) on the second Business Day before the due date of (as defined below) immediately prior to each day on which any payment by it under Clause 6.1, confirm is to be made to the Principal Paying Agent by providing it with under subclause 4.1, the Principal Paying Agent shall receive a copy of an irrevocable payment instruction to the bank through which the payment is to be made that it has given instructions made. For the purposes of this subclause 4.2, Business Day means (i) a day on which commercial banks and foreign exchange markets settle payments and are open for the transfer of the relevant funds general business in Stockholm and London, and (ii) a day on which T2 is open.
4.3 Subject to the Principal Paying Agent being satisfied in its sole discretion that payment will be duly made as provided in subclause 4.1, the Principal Paying Agent or the relevant Paying Agent shall pay or cause to be paid all amounts due in respect of the Notes on behalf of the Issuer or, as the case may be, the Guarantor in the manner provided in the Conditions. If any payment provided for in clause 4.1 is made late but otherwise in accordance with the provisions of this Agreement, the Principal Paying Agent and each Paying Agent shall nevertheless make payments in respect of the Notes as aforesaid following receipt by it of such payment. If the claim for the relevant payment becomes void under Condition 6 (Payments), the Principal Paying Agent shall refund the Issuer or, as the case may be, the Guarantor such portion of such amounts as relates to such payment settled through such payment system as the Issuer or, as the case may be, the Guarantor may request by written notice to the Principal Paying Agent specified for the purpose.
4.4 If for any reason the Principal Paying Agent considers in its sole discretion that the amounts to be received by the Principal Paying Agent pursuant to subclause 4.1 will be, or the amounts actually received by it pursuant thereto are, insufficient to satisfy all claims in respect of all payments then falling due in respect of the Notes, the Principal Paying Agent shall then forthwith notify the Issuer and the name and Guarantor of such insufficiency and, until such time as the account Principal Paying Agent has received the full amount of all such payments, neither the Principal Paying Agent nor any Paying Agent shall be obliged to pay any such claims.
4.5 For the avoidance of doubt, the Paying Agents shall not have any obligation to make any payment of principal, premium or interest in respect of the bank through which such payment is being madeNotes to the Noteholders until the Principal Paying Agent has been put in funds by the Issuer and/or the Guarantor.
6.3 The Principal 4.6 Notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to deal with each amount paid make a withholding or deduction from any payment which it makes under the Notes for or on account of any Tax, if and only to it hereunder in the same manner as other amounts paid to it as a banker by its customers provided that:
(a) it shall not against the Issuer exercise any lien, right of set-off or similar claim in respect thereof; and
(b) it shall not be liable to any person for interest thereon. Furthermore, no monies held by any Paying Agent need to be segregated except where extent so required by law and as a result such money will not be held in accordance with the Client Money Rules.
6.4 All monies paid to the Principal Paying Agent by the Issuer in respect of any Note shall be held by the Principal Paying Agent from the moment when such monies are received until the time of actual payment thereof, subject to Clause 7.9, to apply the same in accordance with Clauses 7.3 and 7.4, and the Principal Paying Agent shall not be obliged to repay any such amount unless or until the obligation to make the relevant payment becomes void or ceases in accordance with the terms and conditionsApplicable Law, in which event it such Paying Agent shall repay 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, at its option, shall reasonably promptly after making such payment return to the Issuer such portion of such the amount as relates to such payment by paying the same by credit transfer to such account with such bank as the Issuer may by notice to the Principal Paying Agent have specified for the purpose.
6.5 The Principal Paying Agent shall notify the other Paying Agentsso deducted or withheld, in which case, the Issuer and the Trustee immediately:
(a) if it has not by the specified time on shall so account to the relevant date received unconditionally Authority for such amount. For the full amount in the specified currency avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the payment; and
(b) if it receives unconditionally the full amount purposes of this clause 4. In this subclause 4.6 and clauses 4.7 and 20.11, Applicable Law means any law or regulation, Authority means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction and Tax means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any sum payable in respect of the Notes or Coupons after that date. The Principal Paying Agent shall, immediately upon receipt of any amount as described in (b) above and at the expense of the Issuer, cause notice of that receipt Authority having power to be published under Clause 15tax.
Appears in 1 contract
Samples: Paying Agency Agreement
PAYMENTS TO THE PRINCIPAL PAYING AGENT. 6.1 In order to provide for the payment of interest and principal or, as the case may be, any other redemption amount payable in respect of the Notes of each Series as the same shall become due and payable, the Issuer relevant Issuer, failing whom, each of the Guarantors shall pay to the Principal Paying Agent, Agent on or before the date on which such payment becomes due, due an amount equal to the amount of immediately payable funds, principal, redemption amount or, as the case may be, interest (including for this purpose any amounts remaining payable in respect of uncancelled Coupons pertaining to Definitive Notes which have been cancelled following their purchase in accordance with the terms and conditions) then becoming due in respect of such Notes.Notes.
6.2 Each amount payable by the relevant Issuer under Clause 6.1 shall be paid unconditionally by credit transfer in the currency in which the Notes of the relevant Series are denominated or, if different, payable and in immediately available, freely transferable, cleared transferable funds not later than 10.00 a.m. (local time) on the relevant day to such account with such bank as the Principal Paying Agent may by notice to the Issuer relevant Issuer, with a copy to the Guarantors, have specified for the purpose. The Issuer relevant Issuer, failing whom, each of the Guarantors shall, before 10.00 a.m. (London time) on the second Business Day London business day before the due date of each payment by it under Clause 6.1, confirm to the Principal Paying Agent by providing it with a copy of an irrevocable payment instruction to the bank through which the payment is to be made duly signed fax or SWIFT message that it has given instructions for the transfer of the relevant funds to the Principal Paying Agent and the name and the account of the bank through which such payment is being made.made.
6.3 The Principal Paying Agent shall be entitled to deal with each amount paid to it hereunder in the same manner as other amounts paid to it as a banker by its customers provided that:
(a) it shall not against the relevant Issuer or, as the case may be, the Guarantors exercise any lien, right of set-off or similar claim in respect thereof; and
(b) it shall not be liable to any person for interest thereon. Furthermore, no monies held by any Paying Agent need to be segregated except where required by law and as a result such money will not be held in accordance with the Client Money Rules.
6.4 All monies moneys paid to the Principal Paying Agent by the Issuer relevant Issuer, failing whom, any of the Guarantors, in respect of any Note shall be held by the Principal Paying Agent from the moment when such monies moneys are received until the time of actual payment thereof, subject to Clause 7.9, to apply the same in accordance with Clauses 7.3 and 7.4, and the Principal Paying Agent shall not be obliged to repay any such amount unless or until the obligation to make the relevant payment becomes void or ceases in accordance with the terms and conditions, in which event it shall repay to the Issuer such portion of such amount as relates to such payment by paying the same by credit transfer to such account with such bank as the Issuer may by notice to the Principal Paying Agent have specified for the purpose.
6.5 The Principal Paying Agent shall notify the other Paying Agents, the Issuer and the Trustee immediately:
(a) if it has not by the specified time on the relevant date received unconditionally the full amount in the specified currency required for the payment; and
(b) if it receives unconditionally the full amount of any sum payable in respect of the Notes or Coupons after that date. The Principal Paying Agent shall, immediately upon receipt of any amount as described in (b) above and at the expense of the Issuer, cause notice of that receipt to be published under Clause 15.Clauses
Appears in 1 contract
Samples: Paying Agency Agreement
PAYMENTS TO THE PRINCIPAL PAYING AGENT. 6.1 Master Issuer to pay the Principal Paying Agent
(a) In order to provide for the payment of interest and principal or, as the case may be, any other redemption amount payable in respect of the a Series and Class (or Sub-Class) of Master Issuer Notes of each Series as the same shall become due and payablepayable in accordance with the Conditions and the Master Issuer Trust Deed, the Master Issuer shall pay to the Principal Paying Agent, on Agent or before otherwise cause the date on which such payment becomes due, Principal Paying Agent to receive an amount which is equal to the amount of immediately payable funds, principal, redemption amount or, as the case may be, principal and interest (including for this purpose any amounts remaining payable in respect of uncancelled Coupons pertaining to Definitive Notes which have been cancelled following their purchase in accordance with the terms and conditions) then becoming falling due in respect of such NotesSeries and Class (or Sub-Class) of Master Issuer Notes on such date.
6.2 Each amount payable (b) Notwithstanding paragraph (a) above, for so long as Santander UK plc is the sole Noteholder in respect of a Master Issuer Note, payments by the Master Issuer under Clause 6.1 shall in respect of that Master Issuer Note may be paid unconditionally made directly by credit transfer in the currency in which Master Issuer (or by the Notes of the relevant Series are denominated or, if different, payable in immediately available, freely transferable, cleared funds not later than 10.00 a.m. (local time) Master Issuer Cash Manager on the relevant day Master Issuer's behalf) to such account with such bank as the Master Issuer Noteholder if the Master Issuer Noteholder so requests. The Master Issuer (or the Master Issuer Cash Manager on the Master Issuer's behalf) shall notify the Registrar and the Principal Paying Agent may five Business Days prior to each such payment.
6.2 Payment by notice Master Issuer Save in respect of each Master Issuer Note where Santander UK plc is the sole Master Issuer Noteholder and has elected pursuant to Clause 6.1(b) above to receive amounts directly from the Issuer have specified for Issuer, the purpose. The Master Issuer shall, before 10.00 not later than 11.00 a.m. (London time), on each Interest Payment Date, on which any payment of principal and interest in respect of any Series and Class (or Sub-Class) on the second Business Day before the due date of each payment by it under Clause 6.1Master Issuer Notes becomes due, confirm to the Principal Paying Agent by providing it with a copy of an irrevocable payment instruction to the bank through which the payment is pay or cause to be made that it has given instructions for the transfer of the relevant funds to the Principal Paying Agent and the name and the account of the bank through which such payment is being made.
6.3 The Principal Paying Agent shall be entitled to deal with each amount paid to it hereunder in the same manner as other amounts paid to it as a banker by its customers provided that:
(a) it shall not against the Issuer exercise any lien, right of set-off or similar claim in respect thereof; and
(b) it shall not be liable to any person for interest thereon. Furthermore, no monies held by any Paying Agent need to be segregated except where required by law and as a result such money will not be held in accordance with the Client Money Rules.
6.4 All monies paid to the Principal Paying Agent by such amounts in the Specified Currency, in immediately available funds as may be required for the purpose of paying principal or interest under such Series and Class (or Sub-Class) of Master Issuer in respect Notes (after taking account of any Note shall be cash then held by the Principal Paying Agent from and available for that purpose) and such amounts shall be paid to the moment when credit of suitably designated accounts at such monies are received until bank or banks in London for payment to the time of actual payment thereof, subject Noteholders as shall be notified to Clause 7.9, to apply the same in accordance with Clauses 7.3 and 7.4, and Master Issuer by the Principal Paying Agent shall not in writing no later than two weeks before the first payment is due to be obliged to repay any such amount unless or until the obligation to make the relevant payment becomes void or ceases in accordance with the terms and conditions, in which event it shall repay made to the Issuer such portion Noteholders of such amount as relates to such payment by paying the same by credit transfer to such account with such bank as the Issuer may by notice to the Principal Paying Agent have specified for the purpose.
6.5 Series and Class (or Sub-Class). The Principal Paying Agent shall notify the other Paying AgentsMaster Issuer, the Master Issuer Security Trustee and/or the Note Trustee in writing, within five Business Days of any change of those accounts, or any of them, and (i) upon the Trustee immediately:
bankruptcy, insolvency, winding up or liquidation (aother than the passing of any resolution by any Paying Agent in connection with any merger, conversion, consolidation, or transfer as contemplated by Clause 12.11) if it has not of any Paying Agent or (ii) upon default being made by the specified time on the relevant date received unconditionally the full amount any Paying Agent in the specified currency required for the payment; and
(b) if it receives unconditionally the full amount payment of any sum payable amounts in respect of principal or interest in accordance with this Agreement or (iii) failing payment within the Notes or Coupons after that date. The designated periods of prescription specified in Condition 7, the Principal Paying Agent shall, immediately upon receipt of any amount as described in (b) above and at shall hold all payments on trust for repayment to the expense of the Master Issuer, cause notice of that receipt to be published under Clause 15.
Appears in 1 contract
Samples: Master Issuer Paying Agent and Agent Bank Agreement
PAYMENTS TO THE PRINCIPAL PAYING AGENT. 6.1 In order to provide for the payment of interest and principal or, as the case may be, any other redemption amount payable in respect of the Notes of each Series as the same shall become due and payable, the MTN Issuer in relation to a relevant Series of Notes shall pay procure payment to the Principal Paying Agent, Agent on or before (unless otherwise specified in any Supplemental Security Trust Deed in relation to a Series of Notes) the date on which such payment becomes due, due an amount equal to the amount of immediately payable funds, principal, redemption amount principal or, as the case may be, interest (including for this purpose any amounts remaining payable in respect of uncancelled Coupons pertaining to Definitive Notes which have been cancelled following their purchase in accordance with the terms and conditionsConditions) then becoming due in respect of such Notes.
6.2 Each amount payable The MTN Issuer shall procure, or procure that each relevant Counterparty procures, that the bank through which the payment required by the Issuer under Clause 6.1 is to be made shall irrevocably confirm to the Principal Paying Agent by tested telex or authenticated SWIFT message no later than 3.00 p.m. (local time in the city of the Principal Paying Agent's specified office) on the Banking Day before the due date for any such payment that it will make such payment. Each such payment shall be paid unconditionally by credit transfer in the currency in which the Notes of the relevant Series are denominated or, if different, payable and in immediately available, freely transferable, cleared transferable funds not later than 10.00 a.m. (local time) on the relevant day for payment to the Principal Paying Agent to such account with such bank as the Principal Paying Agent may by notice to the MTN Issuer have specified for the purpose. The Issuer shall, before 10.00 a.m. (London time) on the second Business Day before the due date of each payment by it under Clause 6.1, confirm to the Principal Paying Agent by providing it with a copy of an irrevocable payment instruction to the bank through which the payment is to be made that it has given instructions for the transfer of the relevant funds to the Principal Paying Agent and the name and the account of the bank through which such payment is being made.
6.3 The Principal Paying Agent shall be entitled to deal with each amount paid to it hereunder in relation to any Series of Notes to which this Agreement relates in the same manner as other amounts paid to it as a banker by its customers provided that:
(a) it shall not against the MTN Issuer exercise any lien, right of set-off or similar claim in respect thereof; and
(b) it shall not be liable to any person for interest thereon. Furthermore, no monies held by any Paying Agent need to be segregated except where required by law and as a result such money will not be held in accordance with the Client Money Rules.
6.4 All monies paid to the Principal Paying Agent by the MTN Issuer in respect of any Note of a relevant Series shall be held by the Principal Paying Agent from the moment when such monies are received until the time of actual payment thereof, subject to Clause 7.9for the benefit of the persons entitled thereto, to apply the same in accordance with Clauses 7.3 and 7.4, Clause 7 but this will not discharge the obligation of the MTN Issuer to pay the Noteholders any amounts due to them under the Conditions of the relevant Series and the Principal Paying Agent shall will not be obliged as a consequence thereof owe any fiduciary duties to repay any such amount unless or until the obligation to make the relevant payment becomes void or ceases in accordance with the terms and conditions, in which event it shall repay to the Issuer such portion of such amount as relates to such payment by paying the same by credit transfer to such account with such bank as the Issuer may by notice to Noteholders.
6.5 If the Principal Paying Agent have specified for the purpose.
6.5 The Principal Paying Agent shall notify the other Paying Agents, the Issuer and the Trustee immediatelyhas not:
(a) if it has not by the specified time 3.00 p.m. (local time) on the Business Day before the due date of any payment in relation to a relevant date Series of Notes to it under Clause 6.1, received unconditionally notification of the full amount relevant payment confirmation referred to in the specified currency required for the paymentClause 6.2; andor
(b) if it receives unconditionally by 10.00 a.m. (local time) on the due date of any payment received the full amount of any sum payable in respect of under Clause 6.1, it shall, as soon as reasonably practicable, notify the Notes or Coupons after that dateMTN Issuer and the Trustee. The If the Principal Paying Agent shall, immediately upon receipt subsequently receives notification of any amount as described in (b) above and at the expense such payment instructions or payment of the Issueramount due, cause notice of that receipt to be published under Clause 15it or they, as the case may be, shall forthwith notify the MTN Issuer and the Trustee.
Appears in 1 contract