CONDITIONS OF APPOINTMENT. 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and (b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law. 18.2 In acting under this Agreement and in connection with the Notes or Covered Bonds, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons. 18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent. 18.4 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers. 18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 18.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement. 18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised. 18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. 18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or
Appears in 3 contracts
Sources: Agency Agreement, Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it the Agent need not be segregated, segregated except as required by law.
18.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 Any Paying Agent and its officers, directors directors, affiliates and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party No Paying Agent shall be required to provide liable for consequential loss (being loss of business, goodwill, opportunity or profit) of any forms, documentation or other information pursuant to this subclause 18.10 to kind whatsoever.
18.11 The Issuer shall promptly inform the extent that: (i) Agent of any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orissuance of VPS Notes.
Appears in 3 contracts
Sources: Agency Agreement, Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying 19.1 The Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof;
(b) as provided in subclause 19.2 below; and
(bc) that it shall not be liable to account to the Issuer or the Guarantor for any interest on the money. Money held by it need not be segregated, except as required by lawthereon.
18.2 19.2 In acting under this Agreement hereunder and in connection with the Notes or Covered BondsNotes, each the Agent and the other Paying Agent Agents shall act solely as an agent agents of the Issuer and the Guarantor and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 Each 19.3 The Agent and the other Paying Agent undertakes Agents hereby undertake to the Issuer and the Guarantor to perform its such obligations and duties, and shall be obliged to perform the such duties and only the duties, specifically stated in this Agreement such duties as are herein (including Schedule 7 8 in the case of the Agent), in the Conditions and in the Procedures Memorandum, Memorandum specifically set forth and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Agent and the other Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancesAgents. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 8 becomes known to it, it will promptly provide such information to the Agent.
18.4 19.4 The Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers.
18.5 19.5 Each of the Agent and the other Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, Note, statement, cable, telex or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or the Guarantor.
18.6 19.6 Any Paying of the Agent and its the other Paying Agents and their officers, directors and employees may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that it or they would have had if the Agent or the relevant other Paying Agent Agent, as the case may be, concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Agent or the relevant other Paying Agent Agent, as the case may be, were not appointed under this Agreementhereunder.
18.7 19.7 The Issuer and the Guarantor shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the such person has been so authorised.
18.8 Except as otherwise permitted 19.8 Notwithstanding any provision of this Agreement to the contrary, the Agent shall not in any event be liable for indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even if the Agent has been advised of the likelihood of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise.
19.9 Notwithstanding anything to the contrary in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulationstransaction documents, the Issuer Agent shall not be liable to any person for any matter or thing done or omitted in any way in connection with the transaction documents save in relation to its own wilful default, negligence, fraud or wilful misconduct, including that of its officers and each of employees.
19.10 The Agent shall not be under any obligation to take (and the Paying Agents Agent shall be entitled to treat refrain from taking without liability) any action under this Agency Agreement (including without limitation, any legal action or proceedings under or in connection with this Agency Agreement) or the bearer other transaction documents which in its reasonable opinion may be illegal or contrary to any law or regulation applicable to it (including, without limitation, the laws of the United States of America or any jurisdiction forming part of it or England and Wales or Luxembourg) or any direction or regulation of any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice agency of any previous loss such state or theft of it).
18.9 jurisdiction. The amount of Agent may without liability do anything which is, in its reasonable opinion, necessary to comply with any such law, directive, policy or regulation. In such event, the Programme may be increased by Agent shall, where legally permissible and reasonably practicable, take all reasonable steps to notify the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orhas so refrained.
Appears in 3 contracts
Sources: Agency Agreement, Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each 20.1 The Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 In acting under this Agreement and in connection with the Notes or Covered Bonds, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged Registrar undertake to perform the duties and only the duties, duties that are specifically stated set out in this Agreement (including Schedule 7 and any duties as necessary or incidental to such duties.
20.2 The Paying Agent and Registrar undertake to act severally and not jointly in the performance of their respective duties as Paying Agent and Registrar as set forth in this Agreement with respect to the Senior Notes and the Junior Notes, as the case may be.
20.3 No provision of this Agreement shall be construed to relieve the Paying Agent or the Registrar from liability for their own negligent action, their own negligent failure to act, or their own wilful misconduct, except that:
(a) the duties and obligations of the Agent), the Conditions Paying Agent and the Procedures MemorandumRegistrar with respect to the Senior Notes and the Junior Notes, as the case may be, shall be determined solely by the express provisions of this Agreement and the Paying Agent and the Registrar shall not be liable except for the performance of those duties and obligations with respect to the Paying Agent and the Registrar as are specifically set forth in this Agreement, and no implied duties covenants or obligations shall be read into this Agreement against the Paying Agent or the Registrar; and
(b) in the absence of bad faith on its part, each of the Paying Agent and the Registrar may conclusively rely, upon any written statements, certificates or opinions furnished to it and conforming to the requirements of those documents against this Agreement and the applicable Indenture, but in the case of any Paying Agentsuch statement, other than the certificate or opinion that by any provision of this Agreement is specifically required to be furnished to it shall be under a duty to act honestly examine the same to determine whether or not it conforms to the requirements of this Agreement and the applicable Indenture.
20.4 Neither the Paying Agent nor the Registrar shall be liable for any error of judgment made in good faith and to exercise by any of their respective officers, unless it shall be proved that it was negligent in ascertaining the diligence of a reasonably prudent agent in comparable circumstances. Each of pertinent facts.
20.5 Neither the Paying Agents (other than Agent nor the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent may consult with legal and other professional advisers and the opinion of the advisers Registrar shall be full and complete protection in liable with respect of to any action taken, taken or omitted or suffered under this Agreement to be taken by it in good faith and in accordance with the opinion direction of the advisers.
18.5 Each Paying Agent shall be protected Issuer, the Guarantors or the applicable Trustee relating to the time, method and shall incur no liability in respect place of conducting any action taken, omitted or suffered in reliance on proceeding for any instruction from the Issuer or any document which it believes, acting in good faith, remedy available to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act onthem, or as depositaryexercising any power conferred upon them, trustee or agent for, any committee or body of holders of Notes, Covered Bonds or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or
Appears in 3 contracts
Sources: Indenture (Marconi Corp PLC), Indenture (Marconi Corp PLC), Indenture (Marconi Corp PLC)
CONDITIONS OF APPOINTMENT. 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Notes Coupons or Talons.
18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent Agent, at the expense of the Issuer, may consult with legal and other professional advisers and and, provided that the Agent shall have exercised reasonable care in the selection of any such adviser, the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers. Failure to consult such advisers on any matter shall not in itself be construed as evidence of the Agent not acting in good faith.
18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Notes Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 The Issuer shall promptly inform the Agent of any issuance of VPS Notes.
18.11 Each party to this Agreement (each, a Party) shall, within ten business days of a written request by another partyParty, supply to that other party Party such forms, documentation and other information relating to it, its operations operations, or any the Notes or Covered Bonds as that other party Party reasonably requests for the purposes of that other partyParty's compliance with Applicable Law and shall notify the relevant other party Party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party Party is (or becomes) inaccurate in any material respect; provided. For the purposes of this Clause 18.11, however, that no party Applicable Law shall be required deemed to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: include (i) any such form, documentation rule or other information practice of any authority by which any Party is bound or with which it is accustomed to comply; (or the information required to be provided on such form or documentationii) any agreement between any relevant authorities; and (iii) any agreement between any relevant authority and any Party that is not reasonably available to such party and cannot be obtained customarily entered into by such party using reasonable efforts; orinstitutions of a similar nature.
Appears in 3 contracts
Sources: Agency Agreement, Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer an Obligor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers exceptexcept that:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer an Obligor for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Relevant Issuer and the relevant Guarantors (and, in the circumstances referred to in clause 2.4, the Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 Each Paying Agent undertakes to the Issuer Obligors to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 3 in the case of the Principal Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 3 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
18.4 The Principal Paying Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an Obligor or (in the Issuer circumstances specified in clause 2.4) the Trustee or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an Obligor or, as the Issuercase may be, the Trustee.
18.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Obligors and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer Obligor as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer Obligors shall provide the Principal Paying Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Obligors, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer Obligors in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 The Principal Paying Agent shall, upon request from an Obligor, the Trustee or any Dealer, inform such person of the aggregate nominal amount of Notes, or Notes of any particular Series, then outstanding at the time of such request.
18.11 Each Paying Agent shall, forthwith on demand, upon the Relevant Issuer and the relevant Guarantors being discharged from their respective obligations to make payments in respect of any Notes under the Conditions (and provided that there is no outstanding bona fide and proper claim in respect of any such payments) pay to the Relevant Issuer or each of the relevant Guarantors sums equivalent to any outstanding amounts paid to it by the Relevant Issuer or any of the relevant Guarantors in respect of such Notes.
18.12 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 18.12 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oror (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 18.12, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) except that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money Moneys held by it the Agent need not be segregated, segregated except as required by law.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 21.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 10 (Additional Duties of the Principal Paying Agent) in the case of the Principal Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required requested by the Principal Paying Agent in order for it to perform the duties set out in Schedule 7 10 (Additional Duties of the Principal Paying Agent) becomes known to it, it will promptly provide such information to the Principal Paying Agent.
18.4 21.4 The Principal Paying Agent and the Registrar may consult with legal and other professional advisers and rely without any liability on the evidence received and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 21.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 21.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 21.10 Each party to this Agreement shall, shall within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations operations, or any the Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 clause 21.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality.
21.11 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer's obligation under this clause 21.11 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Notes, or both.
21.12 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Principal Paying Agent shall 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 the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding deemed to be required by Applicable Law for the purposes of this clause 21.12.
21.13 In the event that the Issuer determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to any of the Agents on any Notes, then the Issuer will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and otherwise made in accordance with this Agreement. The Issuer will promptly notify the Agents of any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 21.13.
21.14 The Issuer shall promptly inform the Principal Paying Agent of any issuance of VPS Notes.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it the Agent need not be segregated, segregated except as required by law.
18.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, Agent other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 Any Paying Agent and its officers, directors directors, affiliates and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party No Paying Agent shall be liable for consequential loss (being loss of business, goodwill, opportunity or profit) of any kind whatsoever.
18.11 The Issuer shall promptly inform the Agent of any issuance of VPS Notes.
18.12 Neither the Issuer nor any of its subsidiaries (if any) nor, to this Agreement shallthe best knowledge of the Issuer, within ten business days any director, officer, agent, employee or affiliate of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations the Issuer or any of its subsidiaries (if any) are currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. State Department, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, Sanctions).
18.13 The Issuer will ensure that none of the proceeds raised in connection with the issue of any Notes will directly or Covered Bonds as that indirectly be lent, contributed or otherwise made available to any subsidiaries, joint venture partners or any other party reasonably requests person or entity (whether or not related to the Issuer) by the Issuer or any subsidiary of the Issuer for the purposes purpose of that other party's compliance with Applicable Law financing the activities of any person or entity or for the benefit of any country currently subject to any Sanctions.
18.14 Clause 18.12 and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms18.13 are subject to, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 and valid only to the extent thatthat they do not result in a breach and/or violation of, or conflict with: (i) Section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung), (ii) EU Regulation (EC) ▇▇. ▇▇▇▇/▇▇ ▇▇, (▇▇▇) any such form, documentation other applicable anti-boycott or other information (similar laws or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orregulations.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 22.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) 22.1.1 that it shall not exercise any right of set-off, lien or similar claim in respect of the money; andthereof;
(b) 22.1.2 as provided in Subclause 22.2 below;
22.1.3 that it shall not be liable to account to the Issuer for any interest on the money. Money thereon; and
22.1.4 money held by it need not be segregated, segregated except as required by law.
18.2 In 22.2 Without prejudice to the provisions of Clause 30, in acting under this Agreement hereunder and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not thereby assume any obligations towards fiduciary duties, or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons Notes or TalonsCoupons.
18.3 22.3 Each Paying Agent hereby undertakes to the Issuer to perform its such obligations and duties, and shall be obliged to perform the such duties and only the such duties, specifically stated in this Agreement as are herein (including Schedule 7 11 in the case of the Principal Paying Agent), in the Conditions and the Procedures MemorandumMemorandum specifically set forth, and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 11 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
18.4 22.4 The Principal Paying Agent may and the Registrar may, having first consulted with the Issuer, consult with legal and other professional advisers of reputable standing and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers.
18.5 22.5 Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, fax or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer.
18.6 22.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Notes or Coupons or Talons with the same rights (but without prejudice to any limitations which might apply in any other capacity) that they it or such person would have had if the Paying Agent concerned were not appointed under this Agreementhereunder, and may engage or be interested in (subject as aforesaid) any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreementhereunder.
18.7 22.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.additional
18.8 22.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it thereof (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or notice of any previous loss or theft of itthereof).
18.9 The amount of 22.9 In the Programme event that the Agent receives conflicting, unclear or equivocal instructions, the Agent as the case may be increased by shall be entitled not to take any action until such instructions have been resolved or clarified to its satisfaction and the Agent shall not be or become liable in any way to any person for any failure to comply with any such conflicting, unclear or equivocal instructions. The Agent shall promptly request the Issuer to clarify such conflicting, unclear or equivocal instructions.
22.10 Notwithstanding anything else herein contained, the Agent may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to The Netherlands, the United States of America or any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. The Agent shall promptly notify the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that refrains from taking any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information action pursuant to this subclause 18.10 to clause. 23 Communication between the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orParties
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Relevant Issuer or the Guarantor (in the case of Guaranteed Notes) for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Relevant Issuer or the Guarantor (in the case of Guaranteed Notes) for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Relevant Issuer and the Guarantor (in the case of Guaranteed Notes) and will not assume any fiduciary duty or other obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 21.3 Each Paying Agent undertakes to the Relevant Issuer and the Guarantor (in the case of Guaranteed Notes) to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 11 in the case of the Principal Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 11 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
18.4 21.4 The Principal Paying Agent and the Registrar may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Relevant Issuer or the Guarantor (in the case of Guaranteed Notes) or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerRelevant Issuer or the Guarantor, as the case may be.
18.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Issuers or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer Issuers or the Guarantor as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer 21.7 Each of the Issuers and the Guarantor shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 21.9 The amount of the Programme may be increased by the Issuer AA (in respect of itself and AAFS) in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party 21.10 Notwithstanding anything else herein contained, any Agent may refrain, without liability, from doing anything that would or might in its reasonable opinion be contrary to this Agreement shallany law of any state or jurisdiction (including, within ten business days of a written request by another partybut not limited to, supply to that other party such forms, documentation and other information relating to it, its operations the United States (or any Notes jurisdiction forming a part of it) and England & Wales) or Covered Bonds as that other party reasonably requests for the purposes any directive or regulation of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any agency of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such formstate or jurisdiction and may without liability do anything which is, documentation in its reasonable opinion, necessary to comply with any such law, directive or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orregulation.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each 19.1 Save as provided in Clause 19.3 of this Clause, the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose purposes of this Agreement in the same manner as other money paid to a banker bank by its customers except:
(a) that it and not as trustee and shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(bi) that it shall not be liable to account to the Issuer for any interest on or other amounts in respect of the moneymoney or (ii) be required to hold such money subject to the FCA Client Money Rules. Money No money held by it the Principal Paying Agent need not be segregated, segregated except as required by law.
18.2 In 19.2 Save as provided in Clause 7, in acting under this Agreement and in connection with the Notes or Covered Bonds, each Paying Agent and the Coupons the Agents shall act solely as an agent agents of the Issuer and will not assume any obligations towards or relationship of agency or trust or any fiduciary duty for or with any of the owners Noteholders or Couponholders.
19.3 The Principal Paying Agent shall not exercise any right of set-off or lien against the Issuer or any holders of Notes or Coupons in respect of any moneys payable to or by it under the Notes, Covered Bonds, Coupons or Talonsterms of this Agreement.
18.3 Each Paying Agent undertakes 19.4 Except as ordered by a court of competent jurisdiction or as otherwise required by law or applicable regulations, each of the Issuer and the Agents shall be entitled to treat the holder of any Note or Coupon as the absolute owner for all purposes (whether or not any payment in respect of the Note or Coupon shall be overdue and notwithstanding any notice of ownership, trust, interest or writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon) and shall not be required to obtain any proof thereof as to the Issuer identity of the bearer.
19.5 Each Agent agrees to perform its duties, duties and shall be obliged to perform the such duties and only the duties, specifically stated such duties as are expressly set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Notes and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any Paying Agentthe Agents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. .
19.6 Each of the Paying Agents (other than shall in the Agent) agrees that if absence of wilful default, negligence or bad faith on the part of such Agent or its officers, employees or any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 Each Paying Agent shall them be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction certificate, instruction, request or order from the Issuer Issuer, the Trustee or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or the Trustee. In the event that any Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands which, in its opinion, are unclear, equivocal or conflicting, it shall be entitled to refrain from taking any action until the relevant parties giving such instructions, claims or demands have provided clear, unequivocal instructions or resolved the conflict to the satisfaction of such Agent or, failing which, it is directed in writing by a final order or judgment of a court of competent jurisdiction.
18.6 19.7 Any Paying Agent and its of the Agents, their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Notes or Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Trustee, with the same rights that it or he would have if the Agent concerned were not appointed under this Agreement, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer or the Trustee, as freely as if the Paying such Agent were not appointed under this AgreementAgreement and need not account for any profit.
18.7 The Issuer 19.8 No Agent shall provide be under any obligation to monitor or supervise, enquire about or satisfy itself as to the Agent with a certified copy functions or acts of any of the list Issuer or Trustee or whether an Event of persons authorised to execute documents Default or Potential Event of Default or other relevant event has occurred and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat assume, in the bearer absence of any Noteexpress notice in writing to the contrary, Covered Bond or Coupon as that each other party is properly performing and complying with its obligations under the absolute owner of it (whether or not documents to which it is overdue party and notwithstanding any notice that no Event of ownership Default, Potential Event of Default or writing on it or notice of any previous loss or theft of it)other relevant event has occurred.
18.9 The amount 19.9 Each Agent may, at the cost of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effectedprovided that such costs are properly incurred and, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) reasonably practicable and legally permissible, have been previously approved by the Issuer, consult on any such form, documentation legal or other information matter any auditor, lawyer, banker, financial adviser, financial institution, valuer, surveyor, broker, auctioneer, accountant or other expert selected by it (who may be an employee of or adviser to the information required Issuer) and it
19.10 No Agent shall be under any duty to expend or risk its own funds or be provided on under any obligation to take any action under this Agreement that it expects will result in any expense to or liability of such form Agent, the repayment of such funds or documentation) adequate indemnity against such liability of such Agent which is not reasonably available not, in its reasonable opinion, assured to such party and cannot it.
19.11 No Agent shall be obtained by such party using reasonable efforts; orresponsible for or liable in respect of the legality, validity or enforceability of the Notes or omission of any other person (including, without limitation, any other Agent).
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 24.1 Each Paying Agent shall will be entitled to deal with money paid to it by the Issuer or the Guarantor (as the case may be) for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall will not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall will not be liable to account to the Issuer or the Guarantor for any interest on the money. Money ; and
(c) that it will not be required to segregate any money held by it need not be segregated, except as required by law.
18.2 24.2 In acting under this Agreement and in connection with the Notes or Covered Bonds, each Paying Agent shall will act solely as an agent of the Issuer Issuer, the Guarantor (and, in the circumstances referred to in Sections 2.6 and 2.7, the Bond Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 24.3 Each Paying Agent undertakes to the Issuer and the Guarantor and, in the circumstances referred to in Sections 2.6 and 2.7, the Bond Trustee to perform its duties, and shall will be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 5 in the case of the Principal Paying Agent), the Conditions ) and the Procedures MemorandumTerms and Conditions, and no implied duties or obligations shall will be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 5 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
18.4 The 24.4 Each Agent may may, at the Issuer’s expense, consult with legal and other professional advisers and the opinion of the advisers shall will be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 24.5 Each Paying Agent shall will be protected and shall will incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or the Bond Trustee (in the circumstances referred to in Sections 2.6 and 2.7) the Guarantor or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer or the Guarantor.
18.6 24.6 Any Paying Agent Agent, its affiliated companies and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Paying Agent were not appointed under this Agreement.
18.7 24.7 The Issuer shall and the Guarantor will provide the Agent Agents with a certified copy of the list of persons authorised Authorized Signatories to execute documents and take action on its behalf in connection with this Agreement and shall will notify the Agent Agents immediately in writing if any of those persons ceases to be authorised authorized or if any additional person becomes authorised authorized together, in the case of an additional authorised personauthorized signatory, with evidence satisfactory to the Agent Agents that the person has been authorisedauthorized.
18.8 24.8 Except as otherwise permitted in the Trust Deed and the Terms and Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, in the Issuer case of Bearer Covered Bonds, the Issuer, the Guarantor, the Bond Trustee and each of the Paying Agents shall will be entitled to treat the bearer of any Note, Bearer Covered Bond or Coupon and the registered holder of any Registered Covered Bond as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 24.9 The amount of the Programme Program may be increased by the Issuer in accordance with the procedure set out in the Programme Program Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall Program will be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for 24.10 The Issuer hereby covenants with the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event Agents that it becomes aware that will provide the Agents with such information as may be available to the Issuer so as to assist the Agents to determine whether or not such Agent is obliged, in respect of any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall payments to be required to provide any forms, documentation or other information made pursuant to this subclause 18.10 the Transaction Documents, to the extent that: (i) make any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orFATCA Withholding.
Appears in 2 contracts
Sources: Agency Agreement (Scotiabank Covered Bond Guarantor Limited Partnership), Agency Agreement (Bank of Nova Scotia /)
CONDITIONS OF APPOINTMENT. 18.1 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 19.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement Agent not acting in good faith and in accordance with the opinion of the advisersfaith.
18.5 19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the IssuerIssuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefor.
18.6 19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party 19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement shall, within ten business days of to a written request by another third party, supply to that other party the Issuer hereby acknowledges the potential for such forms, documentation delegation. The Agent shall be and other information relating to it, its operations remain liable for any act or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided omission committed by such party is (or becomes) inaccurate in any material respect; provideddelegate, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the same extent that: (i) any as it would have been liable hereunder had it performed such form, documentation act or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oromission itself.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 (1) Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by lawthereon.
18.2 (2) In acting under this Agreement hereunder and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered BondsReceipts, Coupons or Talons.
18.3 (3) Each Paying Agent hereby undertakes to the Issuer to perform its such obligations and duties, and shall be obliged to perform the such duties and only the such duties, specifically stated as are herein, in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and in the Procedures MemorandumMemorandum specifically set forth, and no implied duties or obligations shall be read into any of those documents such document against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 (4) The Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers.
18.5 (5) Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer.
18.6 (6) Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered BondsReceipts, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreementhereunder.
18.7 (7) The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the such person has been so authorised.
18.8 (8) Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Receipt or Coupon as the absolute owner of it thereof (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or notice of any previous loss or theft of itthereof).
18.9 (9) The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any such increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the such increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or
Appears in 2 contracts
Sources: Agency Agreement (International Lease Finance Corp), Agency Agreement (International Lease Finance Corp)
CONDITIONS OF APPOINTMENT. 18.1 Each 22.1 Save as provided in Clause 22.3, the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer relevant Trustee or the IsDB for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer relevant Trustee or the IsDB for any interest on the profit or other amounts in respect of such money. Money No money held by it any Agent need not be segregated, segregated except as required by law.
18.2 22.2 In acting under this Agreement and in connection with the Notes or Covered BondsTrust Certificates of any Series, each Paying Agent the Agents shall act solely as an agent agents of the Issuer Trustees and the IsDB and will not assume any obligations towards or relationship of agency or trust for or with any of the owners Certificateholders.
22.3 No Paying Agent shall exercise any right of setoff or holders lien against the Trustees, the IsDB or any Certificateholders in respect of any moneys payable to or by it under the terms of this Agreement.
22.4 Except as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the relevant Trustee, each of the Notes, Covered Bonds, Coupons Agents shall be entitled to treat the registered holder of any Trust Certificate or Talonsas otherwise provided in the relevant Global Trust Certificate as the absolute owner for all purposes (whether or not the relevant Trust Certificate shall be overdue and notwithstanding any notice of ownership or other writing on the relevant Trust Certificate or any notice of previous loss or theft of the relevant Trust Certificate).
18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and 22.5 The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case and each Series of the Agent), the Conditions and the Procedures Memorandum, Trust Certificates and no implied duties or obligations (including, without limitation, duties or obligations of a fiduciary or equitable nature) shall be read into any of those documents this Agreement or the relevant Trust Certificates against any Paying Agentthe Agents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. .
22.6 Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the such advisers.
18.5 22.7 Each Paying Agent of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer relevant Trustee, the IsDB or any other Agent, or any Trust Certificate, or any notice, resolution, direction, consent, certificate, affidavit, statement, facsimile, telex or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuerrelevant Trustee or the IsDB.
18.6 22.8 Any Paying Agent and its of the Agents, their officers, directors and directors, employees or controlling persons may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons Trust Certificates with the same rights that it or they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Trustees or the IsDB, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Certificateholders or Coupons or in connection with any other obligations of the Issuer Trustees or the IsDB, as freely as if the Paying such Agent were not appointed under this Agreement. The Agent shall be entitled to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transaction without regard to the interests of the Trustees and notwithstanding that the same may be contrary or prejudicial to the interests of the Trustees and shall not be responsible for any loss or damage occasioned to the Trustees thereby and shall be entitled to retain and shall not be in any way liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
18.7 The Issuer 22.9 None of the Agents shall provide be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
22.10 Nothing in this Agreement shall require the Agent with a certified copy to assume an obligation of the Trustees arising under any provision of the listing, Prospectus Regulation, disclosure or transparency rules (or equivalent rules of any other competent under the Prospectus Regulation).
22.11 The Agent is entitled to treat a telephone, facsimile or e-mail communication from a person purporting to be (and whom the Agent believes in good faith to be) the authorised representative of the relevant Trustee named in any list duly provided for the purpose by the relevant Trustee to the Agent, as sufficient instructions and authority of persons authorised the relevant Trustee for the Agent to execute documents and take action on its behalf in connection act.
22.12 The Agent shall not be responsible to anyone with respect to the validity of this Agreement and or the Trust Certificates, Receipts or Coupons.
22.13 The Agent shall notify the Agent immediately in writing if any of those persons ceases to be authorised have no duty or if any additional person becomes authorised together, responsibility in the case of any default by the Trustees in the performance of their obligations under the Conditions.
22.14 The Agent will treat information about the Trustees, the IsDB or any of the services provided hereunder (Confidential Information) as secret and confidential and will not, without the relevant Trustee’s prior written consent or authority, disclose to any third party the Confidential Information except in the following circumstances (in which case the Confidential Information may be disclosed to third parties, including members of the Agent’s corporate group):
(a) where necessary to perform the Agent’s obligations under this Agreement; or
(b) where the Agent is under a legal or regulatory obligation (including an additional authorised personobligation imposed by the The Panel on Takeovers and Mergers in the United Kingdom) to do so, or where the law permits it in certain limited circumstances to do so, or the Agent has been requested to do so by any legal, regulatory, governmental or fiscal body in any jurisdiction. The Agent may collect, use and disclose personal data about individuals associated with evidence satisfactory the Trustees, so that the Agent can carry out its obligations to the Trustees and for other related purposes, including auditing, monitoring and analysis of its business, fraud and crime prevention, money laundering, legal and regulatory compliance, and the marketing by the Agent that or members of the person has been authorised.
18.8 Except as otherwise permitted in HSBC Group of other services. The Agent may also transfer the Conditions or as ordered by a court personal data to any country (including countries outside where the Agent provides the services to be provided under the terms of competent jurisdiction or as required by law or applicable regulationsthis Agreement where there may be less stringent data protection laws) to process information on the Agent’s behalf. Wherever it is processed, the Issuer personal data will be protected with security measures and each a degree of care to which all members of the Paying Agents shall HSBC Group and their staff are subject and will only be entitled to treat the bearer of any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer used in accordance with the procedure relevant Trustee’s instructions.
(a) In connection with HSBC Group’s commitment to comply with all applicable sanctions regimes, the Agent and any affiliate or subsidiary of HSBC Holdings plc may take any action that it considers (acting reasonably) necessary to comply with any law, regulation, request of a public or regulatory authority, any agreement between any member of the HSBC Group and any government authority or any HSBC Group policy that relates to the prevention of fraud, money laundering, terrorism, tax evasion, evasion of economic or trade sanctions or other criminal activities (collectively the Relevant Requirements).
(b) Such action may include, but is not limited to,
(i) screening, intercepting and investigating any transaction, instruction or communication, including the source of, or intended recipient of, funds;
(ii) delaying or preventing the processing of instructions or transactions or the Agent’s performance of its obligations under this Agreement; or
(iii) the blocking of any payment.
(c) Where permissible by law, the Agent will as soon as possible notify the IsDB of the existence of such circumstances. To the extent permissible by law, neither the Agent nor any member of the HSBC Group will be liable for loss (whether direct or consequential and including, without limitation, loss of profit or interest) or damage suffered by any party arising out of, or caused in whole or in part by, any actions that are taken by the Agent or any other member of the HSBC Group to comply with any Relevant Requirement.
(d) In Clause 22.14 and this Clause 22.15, HSBC Group means HSBC Holdings plc together with its subsidiary undertakings from time to time.
(e) This Clause 22.15 is without prejudice to the relevant Trustee’s right to terminate an Agent’s appointment pursuant to Clause 24 (Termination of Appointment) of this Agreement.
22.16 In the case of Global Trust Certificates which are held under the NSS, each of the Agents (other than the Principal Paying Agent or the Registrar, as the case may be) agrees that if any information required by the Principal Paying Agent or the Registrar to perform the duties set out in Schedule 5 (Obligations regarding Trust Certificates held under the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating NSS) becomes known to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably it will promptly in the event that it becomes aware that any of the forms, documentation or other provide such information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (Principal Paying Agent or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orRegistrar, as the case may be.
Appears in 2 contracts
CONDITIONS OF APPOINTMENT. 18.1 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money No money held by it any Paying Agent need not be segregated, segregated except as required by law.
18.2 19.2 In acting under this Agreement and in connection with the Notes or Covered Bonds, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 6 in the case of the Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Paying Agent) agrees that if any information that is required by the Paying Agent to perform the duties set out in Schedule 7 6 becomes known to it, it will promptly provide such information to the Paying Agent.
18.4 19.4 The Agent may or the Paying Agent may, with the written consent of the Issuer, where legally permissible, and provided that such consent is not unreasonably withheld, consult with and engage legal and other professional advisers at the expense of the Issuer and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer, and shall be entitled to request clarification of any instruction or direction received by it from the Issuer, and to refrain from performing any obligation for which such clarification is required until such clarification is received, provided that no liability shall arise therefrom.
18.6 19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that it or they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 19.7 The Issuer shall provide the Agent or the Paying Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent or the Paying Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent or the Paying Agent that the person has been authorised.
18.8 19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party 19.10 The Paying Agents shall be entitled to take any action or to refuse to take any action which the Paying Agents regard as necessary for it to comply with any applicable law, regulation or fiscal requirement or anti-money laundering to which such Paying Agent are subject.
19.11 Notwithstanding anything in this Agreement to the contrary, the Issuer and the Paying Agents shall not be responsible or liable for any delay or failure to perform under this Agreement or for any losses resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Issuer, Paying Agents and/or any BNY Mellon affiliate including without limitation: strikes, work stoppages, acts of war, terrorism, epidemic, acts of God, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or malfunction of utilities, communications or any computer (software or hardware) services, the application of any law or regulation in effect now or in the future, or any event in the country in which the relevant duties under this Agreement are performed, (including, but not limited to, nationalisation, expropriation or other governmental actions, regulation of the banking or securities industry, sanctions imposed at national or international level or market conditions) which may affect, limit, prohibit or prevent the performance in full or in part of such duties until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or in part) and in no event shall the Paying Agents be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by such law, regulation or event. Parties to this Agreement shall, within ten business days shall do or carry out all acts as may be necessary including notifying the other party as soon as possible on a best efforts basis following the occurrence of a written request by another partyforce majeure event (where legally permissible) to give effect to this Agreement, supply to that other party such forms, documentation and other information without liability resulting therefrom. A copy of all communications relating to it, its operations or the subject matter of this Agreement between the Issuer and any Notes or Covered Bonds as that Paying Agent (other party reasonably requests for than the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomesAgent) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 sent to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orAgent.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it the Agent need not be segregated, segregated except as required by law.
18.2 19.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, Agent other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 19.4 Each Paying Agent undertakes to inform the Issuer as soon as practicable if such Paying Agent is an FFI and fails to become or ceases to be a Participating FFI.
19.5 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 19.6 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 19.7 Any Paying Agent and its officers, directors directors, affiliates and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 19.8 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 19.9 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 19.10 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party 19.11 No Paying Agent shall be liable for consequential loss (being loss of business, goodwill, opportunity or profit) of any kind whatsoever.
19.12 The Issuer shall promptly inform the Agent of any issuance of VPS Notes.
19.13 Notwithstanding anything else herein contained, the Agent may refrain without liability from doing anything that would or might in its opinion be contrary to this Agreement shallany law of any state or jurisdiction (including but not limited to the European Union, within ten business days United States of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations America or any Notes jurisdiction forming a part of it and England & Wales) or Covered Bonds as that other party reasonably requests for the purposes any directive or regulation of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any agency of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such formstate or jurisdiction and may without liability do anything which is, documentation in its opinion, necessary to comply with any such law, directive or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orregulation.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered BondsReceipts, Coupons or Talons.
18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 Any Paying Agent and its officers, directors directors, affiliates and employees may become the owner of, and/or acquire any interest in, any Notes, Covered BondsReceipts, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Receipt or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each The Issuer shall promptly inform the Agent of any issuance of VPS Notes.
18.11 Under no circumstances shall any of the Paying Agents be liable to the Issuer or any other party to this Agreement for any consequential loss or damage (being loss of business, goodwill, opportunity or profit), even if advised of the possibility of such loss or damage.
18.12 Each party shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations operations, or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 clause 18.12 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oror (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this clause 18.12, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party that is customarily entered into by institutions of a similar nature.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 20.1 Each Paying Agent shall be entitled to deal with hold money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers exceptand not as a trustee and, as a result, the money will not be held in accordance with the FCA Client Money Rules (set out in chapter 7 of the CASS Sourcebook of the FCA Handbook of Rules and Guidance). However, the Agents:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 20.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent the Agents shall act solely as an agent agents of the Issuer and will not assume any fiduciary obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or TalonsNoteholders.
18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 20.3 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer registered holder of any Note, Covered Bond or Coupon Note as the absolute owner of it for all purposes (whether or not it is any payment in respect of the relevant Note shall be overdue and notwithstanding regardless of any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount 20.4 Each of the Programme Agents shall be obliged to perform the duties and only the duties specifically stated in this Agreement, the Conditions and the Notes and no implied duties or obligations shall be read into any of those documents against any Agent other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances.
20.5 Each of the Agents may consult with legal and other professional advisers and the opinion of such advisers shall be increased by the Issuer full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the procedure set out opinion of such advisers.
20.6 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from the Programme AgreementIssuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or upon written instructions from the Issuer. Upon any increase being effectedEach Agent shall be so entitled to do nothing, all references in this Agreement without liability, if conflicting, unclear or equivocal instructions are received provided that such conflicting, unclear or equivocal instructions are immediately brought to the amount attention of the Programme shall be deemed to be references to the increased amountIssuer.
18.10 Each 20.7 Any Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, Notes with the same rights that it or he would have if the Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or any other transaction party to and may act on, or as depositary, trustee or agent for, any committee or body of holders of the Notes or in connection with any other obligations of the Issuer as freely as if such Agent were not appointed under this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other Agreement.
20.8 The Fiscal Agent will treat information relating to or provided by the Issuer as confidential, but (unless consent is prohibited by law) the Issuer consents to the processing, transfer and disclosure by the Fiscal Agent of any information relating to or provided by the Issuer to the Fiscal Agent and any agents of the Fiscal Agent (the Authorised Recipients) for confidential use for compliance with FATCA only provided that the Fiscal 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 should be treated accordingly. The Fiscal Agent and the Authorised Recipients may also disclose any such information as is required by any court, FATCA or governmental Authority.
20.9 Notwithstanding anything else herein contained, the Fiscal Agent may refrain without liability from doing anything that would or might in its reasonable opinion be contrary to any law of any state or jurisdiction (including but not limited to Ireland, the European Union, United States or, in each case, any jurisdiction forming part of it, its operations and England and Wales) or any Notes directive or Covered Bonds as that other party reasonably requests for the purposes regulation of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any agency of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such formstate or jurisdiction and may without liability do anything which is, documentation in its reasonable opinion, necessary to comply with any such law, directive or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orregulation.
Appears in 2 contracts
CONDITIONS OF APPOINTMENT. 18.1 Each Paying 23.1 Subject as provided in subclause 23.3, the Fiscal Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor (as applicable) for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer or the Guarantor (as applicable) for any interest on or other amounts in respect of the money. Money No money held by it any Agent need not be segregated, segregated except as required by law.
18.2 In 23.2 Subject as provided in subclause 23.3, in acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent the Agents shall act solely as an agent agents of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or registered holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 23.3 No Agent shall exercise any right of set-off or lien against the Issuer, the Guarantor or any registered holders of Notes in respect of any moneys payable to or by it under the terms of this Agreement.
23.4 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer, each of the Agents shall be entitled to treat the registered holder of any Note as the absolute owner for all purposes (whether or not the Note shall be overdue and notwithstanding any notice of ownership or other writing on the Note or any notice of previous loss or theft of the Note).
23.5 Each Paying Agent undertakes to of the Issuer to perform its duties, and Agents shall be obliged to perform the such duties and only the duties, such duties as are specifically stated set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Notes and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the AgentAgents.
18.4 23.6 The Fiscal Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 23.7 Each Paying Agent of the Agents shall be protected protected, may rely, and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon, and in accordance with, any instruction instruction, request or order from the Issuer or the Guarantor, or any notice, resolution, direction, consent, certificate, affidavit, statement, facsimile or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or the Guarantor.
18.6 23.8 Any Paying Agent of the Agents and its their affiliates, their officers, directors and directors, employees or controlling persons may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons Notes with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor, and may act on, or as depositary, trustee or agent for, any committee or body of registered holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor, as freely as if the Paying Agent were not appointed under this Agreement.
18.7 23.9 The Issuer Agents shall not be under any obligation to take any action under this Agreement which any of them expects may result in any cost, expense or liability accruing to it. No provision of this Agreement shall require the Agents to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder.
23.10 In no event shall the Agents be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by forces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Agents shall use reasonable best efforts to resume performance as soon as practicable under the circumstances.
23.11 In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”) a foreign financial institution, issuer, trustee, paying agent, holder or other institution which has agreed to be subject to or related to this Agreement agrees to provide to each Agent upon request reasonably available information about holders or other applicable parties and/or transactions (including any modification to the terms of such transactions) so that such Agent (as the case may be) can determine whether it has tax related obligations under Applicable Law.
23.12 The permissive rights of the Agents enumerated herein shall not be construed as duties of the Agents.
23.13 The Agents shall not be charged with knowledge of any default or event of default unless a trust officer of the Fiscal Agent with a certified copy direct responsibility for the administration of the list this Agreement has received written notice of persons authorised to execute documents any such event and take action on its behalf in connection with such notice references this Agreement and the Notes.
23.14 No Agent shall notify the Agent immediately in writing if be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of those persons ceases to be authorised or if any additional person becomes authorised together, performance of its duties hereunder in the case absence of an additional authorised personnegligence or wilful misconduct on its part. In no event shall any Agent be liable for the acts or omissions of its nominees, with evidence satisfactory to correspondents, designees, subagents or subcustodians in the Agent that the person has been authorisedabsence of gross negligence or wilful misconduct in their selection.
18.8 Except as otherwise permitted 23.15 The recitals contained herein and in the Conditions Notes (except in the certificate of authentication of a duly authorized officer or a duly appointed signatory of the Fiscal Agent) shall be taken as ordered by a court the statements of competent jurisdiction or as required by law or applicable regulations, the Issuer and each the Agents assume no responsibility for the correctness of the Paying same. None of the Agents makes any representation as to the validity or sufficiency of this Agreement or the Notes. None of the Agents or any other paying agent shall be entitled to treat accountable for the bearer of any Note, Covered Bond use or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased application by the Issuer of the proceeds of any Notes authenticated and delivered by or on behalf of the Fiscal Agent in accordance conformity with the procedure set out in the Programme provisions of this Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or
Appears in 2 contracts
Sources: Fiscal Agency Agreement (Simon Property Group L P /De/), Fiscal Agency Agreement (Simon Property Group L P /De/)
CONDITIONS OF APPOINTMENT. 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantors for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer or any of the Guarantors for any interest on the money. Money ; and
(c) that money held by it need not be segregated, segregated except as required by law.
18.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and the Guarantors (or, in the circumstances described in subclause 2.4 above, the Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 Each Paying Agent undertakes to the Issuer Issuer, the Guarantors and the Trustee to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 3 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 3 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any Guarantor or any document which it believeswhich, acting in good faith, it believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer or the relevant Guarantor.
18.6 The Agent is entitled to take any action or refuse to take any action, and has no liability for any liability or loss resulting from taking or refusing to take action, which the Agent regards as necessary for it to comply with any applicable law, regulation or requirement (whether or not having the force of law) of any central bank or governmental or other regulatory authority affecting it, or the rules or operating procedures of any relevant stock exchange or other market or clearing system.
18.7 The Issuer will, upon the request from time to time of the Agent, promptly supply or procure the supply of such documentation and other evidence as is reasonably requested by the Agent in order for the Agent to carry out and be satisfied that it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations.
18.8 The Agent has no obligation to take any action under this Agreement which it (acting reasonably) expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it.
18.9 The Agent is not liable for any loss caused by events beyond its reasonable control including any malfunction, interruption or error in the transmission of information caused by any machine or systems or interception of communication facilities, abnormal operating conditions or events of force majeure.
18.10 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or any Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer or any Guarantor as freely as if the Paying Agent were not appointed under this Agreement.
18.7 18.11 The Issuer and each Guarantor shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 18.12 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Guarantors, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 18.13 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 18.14 The Issuer undertakes to give notice to the Agent of any change in the Trustee.
18.15 Each party of the Issuer and the Guarantors hereby represents and warrants (as to itself only) to the Agent that:
(a) it is a company duly incorporated in every jurisdiction where it is required so to be;
(b) it has the power and authority to sign and to perform its obligations under this Agreement;
(c) this Agreement shallis duly authorised and upon due execution will constitute legal, within ten business days valid and binding obligations of a written request it;
(d) any consent, authorisation or instruction required in connection with the execution and performance of this Agreement has been provided by another any relevant third party, supply to that other party such forms, documentation and other information relating to it, its operations or ;
(e) any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the act required by any relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation governmental or other information provided by such party is authority to be done in connection with its execution and performance of this Agreement has been or will be done (and will be renewed if necessary);
(f) its performance of this Agreement will not violate or becomes) inaccurate in breach any material respect; providedapplicable law, howeverregulation, that no party shall be required to provide any forms, documentation contract or other information pursuant requirement; and
(g) it is authorised and able to execute this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orAgreement with electronic signatures.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the relevant Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) 21.1.1 that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) 21.1.2 that it shall not be liable to account to the relevant Issuer or the Guarantor for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the relevant Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 21.3 Each Paying Agent undertakes to the relevant Issuer and the Guarantor to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 11 in the case of the Principal Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 11 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
18.4 21.4 The Principal Paying Agent and the Registrar may consult at their own cost with legal and other professional advisers of recognised standing and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the relevant Issuer or the Guarantor or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuerrelevant Issuer or the Guarantor.
18.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the relevant Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the relevant Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer 21.7 Each of the Obligors shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer relevant Issuer, the Guarantor and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 21.9 The amount of the Programme may be increased by ENEL on behalf of the Issuer Obligors in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 22.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) 22.1.1 that it shall not exercise any right of set-off, lien or similar claim in respect of the money; andthereof;
(b) 22.1.2 as provided in Subclause 22.2 below;
22.1.3 that it shall not be liable to account to the Issuer for any interest on the money. Money thereon; and
22.1.4 money held by it need not be segregated, segregated except as required by law.
18.2 In 22.2 Without prejudice to the provisions of Clause 30, in acting under this Agreement hereunder and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not thereby assume any obligations towards fiduciary duties, or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons Notes or TalonsCoupons.
18.3 22.3 Each Paying Agent hereby undertakes to the Issuer to perform its such obligations and duties, and shall be obliged to perform the such duties and only the such duties, specifically stated in this Agreement as are herein (including Schedule 7 11 in the case of the Principal Paying Agent), in the Conditions and the Procedures MemorandumMemorandum specifically set forth, and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 11 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
18.4 22.4 The Principal Paying Agent may and the Registrar may, having first consulted with the Issuer, consult with legal and other professional advisers of reputable standing and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers.
18.5 22.5 Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, fax or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer.
18.6 22.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Notes or Coupons or Talons with the same rights (but without prejudice to any limitations which might apply in any other capacity) that they it or such person would have had if the Paying Agent concerned were not appointed under this Agreementhereunder, and may engage or be interested in (subject as aforesaid) any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreementhereunder.
18.7 22.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the such person has been so authorised.
18.8 22.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it thereof (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or notice of any previous loss or theft of itthereof).
18.9 The amount of 22.9 In the Programme event that the Agent receives conflicting, unclear or equivocal instructions, the Agent as the case may be increased by shall be entitled not to take any action until such instructions have been resolved or clarified to its satisfaction and the Agent shall not be or become liable in any way to any person for any failure to comply with any such conflicting, unclear or equivocal instructions. The Agent shall promptly request the Issuer to clarify such conflicting, unclear or equivocal instructions.
22.10 Notwithstanding anything else herein contained, the Agent may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to The Netherlands, the United States of America or any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. The Agent shall promptly notify the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that refrains from taking any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information action pursuant to this subclause 18.10 to clause. 23 Communication between the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orParties
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying 19.1 The Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof;
(b) as provided in subclause 19.2 below; and
(bc) that it shall not be liable to account to the Issuer or the Guarantor for any interest on the money. Money held by it need not be segregated, except as required by lawthereon.
18.2 19.2 In acting under this Agreement hereunder and in connection with the Notes or Covered BondsNotes, each the Agent and the other Paying Agent Agents shall act solely as an agent agents of the Issuer and the Guarantor and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 Each 19.3 The Agent and the other Paying Agent undertakes Agents hereby undertake to the Issuer and the Guarantor to perform its such obligations and duties, and shall be obliged to perform the such duties and only the duties, specifically stated in this Agreement such duties as are herein (including Schedule 7 8 in the case of the Agent), in the Conditions and in the Procedures Memorandum, Memorandum specifically set forth and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Agent and the other Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancesAgents. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 19.4 The Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers.
18.5 19.5 Each of the Agent and the other Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, Note, statement, cable, telex or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or the Guarantor.
18.6 19.6 Any Paying of the Agent and its the other Paying Agents and their officers, directors and employees may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Agent or the relevant other Paying Agent Agent, as the case may be, concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Agent or the relevant other Paying Agent Agent, as the case may be, were not appointed under this Agreementhereunder.
18.7 19.7 The Issuer and the Guarantor shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the such person has been so authorised.
18.8 Except as otherwise permitted 19.8 Notwithstanding any provision of this Agreement to the contrary, the Agent shall not in any event be liable for indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even if the Agent has been advised of the likelihood of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise.
19.9 Notwithstanding anything to the contrary in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulationstransaction documents, the Issuer Agents shall not be liable to any person for any matter or thing done or omitted in any way in connection with the transaction documents save in relation to its own wilful default, negligence, fraud or wilful misconduct, including that of its officers and employees.
19.10 No Agent shall be under any obligation to take (and each of the Paying Agents Agent shall be entitled to treat refrain from taking without liability) any action under this Agency Agreement (including without limitation, any legal action or proceedings under or in connection with this Agency Agreement) or the bearer other transaction documents which in its reasonable opinion may be illegal or contrary to any law or regulation applicable to it (including, without limitation, the laws of the United States of America or any jurisdiction forming part of it or England and Wales or Luxembourg) or any direction or regulation of any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice agency of any previous loss such state or theft of it).
18.9 The amount of jurisdiction. Each Agent may without liability do anything which is, in its reasonable opinion, necessary to comply with any such law, directive, policy or regulation. In such event, the Programme may be increased by Agent shall, where legally permissible and reasonably practicable, take all reasonable steps to notify the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orhas so refrained.
Appears in 2 contracts
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by ;
(c) that it need shall not be segregated, required to segregate such money except as required by law; and
(d) that it shall not be subject to the UK FCA Client Money Rules (set out in chapter 7 of the CASS Sourcebook of the FCA Handbook of Rules and Guidance).
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 21.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the AgentFiscal Agent and the Registrar), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Fiscal Agent) agrees that if any information that is required by the Fiscal Agent and the Registrar to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the AgentFiscal Agent and the Registrar.
18.4 21.4 The Fiscal Agent and the Registrar may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 21.7 The Issuer shall provide the Fiscal Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Fiscal Agent immediately and the Registrar as soon as reasonably practicable in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Fiscal Agent and the Registrar that the person has been authorised.
18.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 21.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 21.10 No Agent shall be liable for consequential or indirect loss of any kind, including, but not limited to loss of business, goodwill, opportunity or profit.
21.11 Each Agent is entitled to do nothing, without liability, if conflicting, unclear or equivocal instructions are received.
21.12 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's ’s compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 21.12 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oror (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 21.12, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a similar nature. In this subclause 21.12 Authority shall have the meaning set out in subclause 6.12.
21.13 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 23.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 23.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 23.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 11 in the case of the Principal Paying Agent), the applicable Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 11 becomes known to it, it will promptly provide such information to the Agent.
18.4 23.4 The Principal Paying Agent and the Registrar may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 23.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 23.6 Any Paying Agent Agent, and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.Agreement.
18.7 23.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 23.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 23.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer (and, in the circumstances referred to in subclause 2.7 above, the Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered BondsReceipts, Coupons or Talons.
18.3 21.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 4 in the case of the AgentPrincipal Paying Agent and the Registrar), the relevant Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 4 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar.
18.4 21.4 The Principal Paying Agent and the Registrar may (at the expense of the Issuer) consult with legal and other professional advisers to the extent reasonably necessary and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document document, certificate or communication which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered BondsReceipts, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 21.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons Authorised Persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised personAuthorised Person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 21.8 Except as otherwise permitted in the Trust Deed and the relevant Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note, Covered Bond Receipt or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount 21.9 None of the Programme Agents shall be under any obligation to take any action under this Agreement (i) which may be increased by the Issuer illegal or contrary to applicable law or regulation or (ii) which it expects will result in accordance with the procedure set out in the Programme Agreement. Upon any increase being effectedexpense, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shallloss, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating charge or liability accruing to it, the payment of which or adequate indemnity against which within a reasonable time is not, in its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any opinion, assured to it.
21.10 None of the forms, documentation Agents shall have any obligation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; relevant documents or
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it the Agent need not be segregated, segregated except as required by law.
18.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, Agent other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 Any Paying Agent and its officers, directors directors, affiliates and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party No Paying Agent shall be liable for consequential loss (being loss of business, goodwill, opportunity or profit) of any kind whatsoever.
18.11 None of the parties to this Agreement shallis permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, within ten business provided however that, subject to the relevant Agent notifying the Issuer at least 20 days prior to any such transfer, each of a written request by another party, supply the Agents may transfer its rights and obligations under this Agreement to that any other party member of the DB Group without such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for consent. For the purposes of that other party's compliance with Applicable Law this Clause 18.11, “DB Group” means Deutsche Bank AG and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the formsits associated companies, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required branches and subsidiary undertakings from time to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; ortime.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying 19.1 The Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof;
(b) as provided in subclause 19.2 below; and
(bc) that it shall not be liable to account to the Issuer or the Guarantor for any interest on the money. Money held by it need not be segregated, except as required by lawthereon.
18.2 19.2 In acting under this Agreement hereunder and in connection with the Notes or Covered BondsNotes, each the Agent and the other Paying Agent Agents shall act solely as an agent agents of the Issuer and the Guarantor and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 Each 19.3 The Agent and the other Paying Agent undertakes Agents hereby undertake to the Issuer and the Guarantor to perform its such obligations and duties, and shall be obliged to perform the such duties and only the duties, specifically stated in this Agreement such duties as are herein (including Schedule 7 8 in the case of the Agent), in the Conditions and in the Procedures Memorandum, Memorandum specifically set forth and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Agent and the other Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancesAgents. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 19.4 The Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers.
18.5 19.5 Each of the Agent and the other Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, Note, statement, cable, telex or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or the Guarantor.
18.6 19.6 Any Paying of the Agent and its the other Paying Agents and their officers, directors and employees may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Agent or the relevant other Paying Agent Agent, as the case may be, concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Agent or the relevant other Paying Agent Agent, as the case may be, were not appointed under this Agreementhereunder.
18.7 19.7 The Issuer and the Guarantor shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the such person has been so authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court 19.8 Notwithstanding any provision of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount contrary, the Agent shall not in any event be liable for indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even if the Agent has been advised of the Programme shall be deemed to be references likelihood of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise.
19.9 Notwithstanding anything to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly contrary in the event that it becomes aware that transaction documents, the Agents shall not be liable to any of the forms, documentation person for any matter or other information provided by such party is (thing done or becomes) inaccurate omitted in any material respect; providedway in connection with the transaction documents save in relation to its own wilful default, howevernegligence, fraud or wilful misconduct, including that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party of its officers and cannot be obtained by such party using reasonable efforts; oremployees.
Appears in 2 contracts
Sources: Agency Agreement (Equinor Asa), Agency Agreement (Statoil Asa)
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer Issuers or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers and such money shall not be subject to UK FCA Client Money Rules except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer Issuers or the Guarantor for any interest on the money. Money held by it any Agent need not be segregated, segregated except as required by law.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer Issuers and will the Guarantor, and shall not assume be under any obligations towards fiduciary duty or other obligation towards, or have any relationship of agency or trust for or with any of persons other than the owners or holders of Issuers and the Notes, Covered Bonds, Coupons or TalonsGuarantor.
18.3 21.3 Each Paying Agent undertakes to the Issuer Issuers and the Guarantor to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 8 in the case of the AgentPrincipal Paying Agent and the Registrar), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 8 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar.
18.4 21.4 The Principal Paying Agent and the Registrar may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an Issuer or the Issuer Guarantor or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an Issuer or the IssuerGuarantor.
18.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with either of the Issuer Issuers or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer Issuers or the Guarantor as freely as if the Paying Agent were not appointed under this Agreement.
18.7 21.7 The Issuer Issuers and the Guarantor shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuers, the Guarantor and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 21.9 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuers of their respective obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
21.10 The amount of the Programme may be increased by the Issuer Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 21.11 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 21.11 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oror (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 21.11, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 19.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement Agent not acting in good faith and in accordance with the opinion of the advisersfaith.
18.5 19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the IssuerIssuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefor.
18.6 19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party 19.10 Subject to the Issuer’s written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement shall, within ten business days of to a written request by another third party, supply to that other party the Issuer hereby acknowledges the potential for such forms, documentation delegation. The Agent shall be and other information relating to it, its operations remain liable for any act or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided omission committed by such party is (or becomes) inaccurate in any material respect; provideddelegate, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the same extent that: (i) any as it would have been liable hereunder had it performed such form, documentation act or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oromission itself.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money No money held by it any Paying Agent need not be segregated, segregated except as required by law.
18.2 19.2 In acting under this Agreement and in connection with the Notes or Covered Bonds, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Paying Agent) agrees that if any information that is required by the Paying Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Paying Agent.
18.4 19.4 The Agent may or the Paying Agent may, with the written consent of the Issuer, where legally permissible, and provided that such consent is not unreasonably withheld, consult with and engage legal and other professional advisers at the expense of the Issuer and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer, and shall be entitled to request clarification of any instruction or direction received by it from the Issuer, and to refrain from performing any obligation for which such clarification is required until such clarification is received, provided that no liability shall arise therefrom.
18.6 19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that it or they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 19.7 The Issuer shall provide the Agent or the Paying Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent or the Paying Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent or the Paying Agent that the person has been authorised.
18.8 19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party 19.10 The Paying Agents shall be entitled to take any action or to refuse to take any action which the Paying Agents regard as necessary for it to comply with any applicable law, regulation or fiscal requirement or anti-money laundering to which such Paying Agent are subject.
19.11 Notwithstanding anything in this Agreement to the contrary, the Issuer and the Paying Agents shall not be responsible or liable for any delay or failure to perform under this Agreement or for any losses resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Issuer, Paying Agents and/or any BNY Mellon affiliate including without limitation: strikes, work stoppages, acts of war, terrorism, epidemic, acts of God, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or malfunction of utilities, communications or any computer (software or hardware) services, the application of any law or regulation in effect now or in the future, or any event in the country in which the relevant duties under this Agreement are performed, (including, but not limited to, nationalisation, expropriation or other governmental actions, regulation of the banking or securities industry, sanctions imposed at national or international level or market conditions) which may affect, limit, prohibit or prevent the performance in full or in part of such duties until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or in part) and in no event shall the Paying Agents be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by such law, regulation or event. Parties to this Agreement shall, within ten business days shall do or carry out all acts as may be necessary including notifying the other party as soon as possible on a best efforts basis following the occurrence of a written request by another partyforce majeure event (where legally permissible) to give effect to this Agreement, supply to that other party such forms, documentation and other information without liability resulting therefrom. A copy of all communications relating to it, its operations or the subject matter of this Agreement between the Issuer and any Notes or Covered Bonds as that Paying Agent (other party reasonably requests for than the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomesAgent) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 sent to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orAgent.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 (1) Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers and will not be subject to the UK FCA Client Money Rules and, without limitation, no moneys shall need to be segregated except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by ; and
(c) that it need not be segregated, except as shall segregate moneys if required by lawlaw to do so.
18.2 (2) In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 (3) Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 (4) The Principal Paying Agent and the Registrar may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 (5) Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 (6) Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 (7) The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 (8) Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount (9) Notwithstanding anything else herein contained, the Agents may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the Programme may United States of America or any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may, without liability, do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.
(10) Each Agent shall be increased by entitled to refrain from acting, without liability, if it reasonably determines that conflicting, unclear or equivocal instructions are received from the Issuer or in accordance order to comply with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amountApplicable Law.
18.10 (11) Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 22(11) to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oror (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 22(11), Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a similar nature. In this subclause 22
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a1) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 In acting under this Agreement hereunder and in connection with the Notes or Covered BondsRelevant Physical Delivery Note, each Paying the Delivery Agent shall act solely as an agent of the Issuer Issuer, and will shall not assume thereby any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Physical Delivery Note or the receipts or coupons (if any) appertaining thereto (the “Receipts” and the “Coupons,” respectively).
(2) In relation to each issue of Relevant Physical Delivery Notes, Covered Bonds, Coupons or Talons.
18.3 Each Paying the Delivery Agent hereby undertakes to the Issuer to perform its such obligations and duties, and shall be obliged to perform the such duties and only the duties, specifically stated in this Agreement (including Schedule 7 such duties as are herein and in the case of the Agent), the Terms and Conditions and the Procedures Memorandumspecifically set forth, and no implied duties or obligations shall be read into this Agreement or the Terms and Conditions against the Delivery Agent. If the Terms and Conditions are amended on or after a date on which the Delivery Agent accepts any of those documents against any Paying appointment in a way which affects the duties expressed to be performed by the Delivery Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Delivery Agent shall not be obliged to perform the such duties set out in Schedule 7 becomes known to it, as so amended unless it will promptly provide such information has delivered to the AgentIssuer its prior written consent to the relevant amendment.
18.4 (3) The Delivery Agent may consult with legal and other professional advisers advisers, and the written opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers.
18.5 Each Paying (4) The Delivery Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer.
18.6 Any Paying Agent (5) The Delivery Agent, and any of its officers, directors and employees employees, may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Receipts or Coupons or Talons (if any) with the same rights that they it or he would have had if the Paying Delivery Agent concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer and any of its Affiliates, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons (if any) or in connection with any other obligations of the Issuer and any of its Affiliates as freely as if the Paying Delivery Agent were not appointed under this Agreementhereunder.
18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or
Appears in 2 contracts
Sources: Agency Agreement (Bank of America Corp /De/), Agency Agreement (Bank of America Corp /De/)
CONDITIONS OF APPOINTMENT. 18.1 Each Paying 19.1 The Agent shall be entitled to deal with money paid to it by any Issuer or the Issuer Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof;
(b) as provided in subclause 19.2 below; and
(bc) that it shall not be liable to account to any Issuer or the Issuer Guarantor for any interest on the money. Money held by it need not be segregated, except as required by lawthereon.
18.2 19.2 In acting under this Agreement hereunder and in connection with the Notes or Covered BondsNotes, each the Agent and the other Paying Agent Agents shall act solely as an agent agents of the Issuer Issuers and the Guarantor and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered BondsReceipts, Coupons or Talons.
18.3 Each 19.3 The Agent and the other Paying Agent undertakes Agents hereby undertake to the Issuer Issuers and the Guarantor to perform its such obligations and duties, and shall be obliged to perform the such duties and only the such duties, specifically stated as are herein, in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and in the Procedures MemorandumMemorandum specifically set forth, and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Agent and the other Paying AgentAgents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 19.4 The Agent may consult with legal and other professional advisers and the written opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers.
18.5 19.5 Each of the Agent and the other Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the any Issuer or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or the Guarantor.
18.6 19.6 Any Paying of the Agent and its the other Paying Agents and their officers, directors and employees may become the owner of, and/or or acquire any interest in, any Notes, Covered BondsReceipts, Coupons or Talons with the same rights that they it or he would have had if the Agent or the relevant other Paying Agent Agent, as the case may be, concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with any Issuer or the Issuer Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of any Issuer or the Issuer Guarantor as freely as if the Agent or the relevant other Paying Agent Agent, as the case may be, were not appointed under this Agreementhereunder.
18.7 The 19.7 Each Issuer and the Guarantor shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the such person has been so authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or
Appears in 2 contracts
Sources: Agency Agreement (Ciba Specialty Chemicals Holding Inc /Fi/), Agency Agreement (Ciba Specialty Chemicals Holding Inc /Fi/)
CONDITIONS OF APPOINTMENT. 18.1 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money No money held by it any Paying Agent need not be segregated, segregated except as required by law.
18.2 19.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Paying Agent) agrees that if any information that is required by the Paying Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Paying Agent.
18.4 19.4 The Agent may or the Paying Agent may, with the written consent of the Issuer, where legally permissible, and provided that such consent is not unreasonably withheld, consult with and engage legal and other professional advisers at the expense of the Issuer and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer, and shall be entitled to request clarification of any instruction or direction received by it from the Issuer, and to refrain from performing any obligation for which such clarification is required until such clarification is received, provided that no liability shall arise therefrom.
18.6 19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 19.7 The Issuer shall provide the Agent or the Paying Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent or the Paying Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent or the Paying Agent that the person has been authorised.
18.8 19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party 19.10 The Paying Agents shall be entitled to take any action or to refuse to take any action which the Paying Agents regard as necessary for it to comply with any applicable law, regulation or fiscal requirement or anti-money laundering to which such Paying Agent are subject.
19.11 Notwithstanding anything in this Agreement to the contrary, the Issuer and the Paying Agents shall not be responsible or liable for any delay or failure to perform under this Agreement or for any losses resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Issuer, Paying Agents and/or any BNY Mellon affiliate including without limitation: strikes, work stoppages, acts of war, terrorism, acts of God, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or malfunction of utilities, communications or any computer (software or hardware) services, the application of any law or regulation in effect now or in the future, or any event in the country in which the relevant duties under this Agreement are performed, (including, but not limited to, nationalisation, expropriation or other governmental actions, regulation of the banking or securities industry, sanctions imposed at national or international level or market conditions) which may affect, limit, prohibit or prevent the performance in full or in part of such duties until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or in part) and in no event shall the Paying Agents be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by such law, regulation or event. Parties to this Agreement shall, within ten business days shall do or carry out all acts as may be necessary including notifying the other party as soon as possible on a best efforts basis following the occurrence of a written request by another partyforce majeure event (where legally permissible) to give effect to this Agreement, supply to that other party such forms, documentation and other information without liability resulting therefrom. A copy of all communications relating to it, its operations or the subject matter of this Agreement between the Issuer and any Notes or Covered Bonds as that Paying Agent (other party reasonably requests for than the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomesAgent) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 sent to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orAgent.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 22.1 Each Paying Agent and Transfer Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 22.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent and Transfer Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 22.3 Each Paying Agent and Transfer Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 6 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent and Transfer Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents Agent and Transfer Agent (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 6 becomes known to it, it will promptly provide such information to the Agent.
18.4 22.4 The Agent and the Registrar may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 22.5 Each Paying Agent and Transfer Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 22.6 Any Paying Agent or Transfer Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent or Transfer Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent or Transfer Agent were not appointed under this Agreement.
18.7 22.7 The Issuer shall provide the Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent and the Registrar that the person has been authorised.
18.8 22.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents and Transfer Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 22.9 The amount of the Programme may be increased by the Issuer CS in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party 22.10 The Agent and each Paying Agent undertakes immediately to this Agreement shall, within ten business days of a written request by another party, supply inform the Issuer if it fails to that other party such forms, documentation and other information relating to it, its operations become or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required ceases to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; ora Participating FFI.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 21.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of circumstances.
21.4 The Principal Paying Agent and the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent Registrar may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or any other transaction party and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Coupons or Coupons Talons or in connection with any other obligations of the Issuer or any other transaction party as freely as if the Paying Agent were not appointed under this Agreement.
18.7 21.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.authorised.
18.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount 21.9 None of the Programme Agents shall be under any obligation to take any action under this Agreement (i) which may be increased by the Issuer illegal or contrary to applicable law or regulation or (ii) which it expects will result in accordance with the procedure set out in the Programme Agreement. Upon any increase being effectedexpense, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shallloss, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating charge or liability accruing to it, the payment of which or adequate indemnity against which within a reasonable time is not, in its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any opinion, assured to it.
21.10 None of the forms, documentation Agents shall have any obligation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; relevant documents or
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers and such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 21.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 8 in the case of the AgentPrincipal Paying Agent and the Registrar), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 8 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar.
18.4 21.4 The Principal Paying Agent and the Registrar may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 21.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 21.9 None of the Agents shall be under any obligation to take any action under this Agreement (i) which may be illegal or contrary to applicable law or regulation or (ii) which it expects will result in any expense, loss, charge or liability accruing to it, the payment of which or adequate indemnity against which within a reasonable time is not, in its opinion, assured to it, provided that the relevant Agent will only refrain from doing so or taking such action following receipt of advice from internal and, to the extent practicable following consultation with the Issuer, external counsel, a summary of which shall promptly be made available to the Issuer in an appropriate format in order to enable an informed discussion to take place between the Agent and the Issuer.
21.10 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
21.11 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 21.12 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 21.12 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oror (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 21.12, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a similar nature. In this subclause 21.12 Applicable Law and Authority shall have the meanings set out in subclause 6.12 above.
21.13 In the event that an Agent receives conflicting, unclear or equivocal instructions, the Agent as the case may be shall be entitled not to take any action until such instructions have been resolved or clarified to its satisfaction (acting reasonably) and the Agent shall not be or become liable in any way to any person for any failure to comply with any such conflicting, unclear or equivocal instructions.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 21.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 5 in the case of the AgentPrincipal Paying Agent and the Registrar), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 5 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar.
18.4 21.4 The Principal Paying Agent and the Registrar may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party, such party having acted or acting on instructions of the Issuer, or on written instructions from the Issuer.
18.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 21.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 21.9 None of the Agents shall be under any obligation to take any action under this Agreement which may be illegal or contrary to applicable law or regulation..
21.10 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
21.11 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 21.12 Each party to this Agreement shall, within ten business days (in the place of the requesting party) of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes (subject to any non-disclosure agreements relating to such information or Covered Bonds documentation) as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party as soon as reasonably promptly practicable in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 21.12 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying 23.1 The Fiscal Agent shall be entitled to may deal with money moneys paid to it by the Issuer for the purpose of under this Agreement in the same manner as other money moneys paid to it as a banker by its customers except:
(aincluding no requirements to segregate any funds except as required by law) except that (1) it shall may not exercise any lien, right of set-off, lien off or similar claim in respect of the money; and
them and (b2) that it shall not be liable to account to the Issuer anyone for any interest on the money. Money any sums held by it need not be segregated, except as required by lawunder this Agreement.
18.2 23.2 In acting under this Agreement and in connection with Agreement, the Notes or Covered Bonds, each Paying Agent Agents shall act solely as an agent Agents of the Issuer and will not assume any obligations the Guarantor and shall have no obligation towards or relationship of agency or trust for with the holder of any Capital Security or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talonsother third party.
18.3 23.3 No Agent shall exercise any lien, right of set-off or similar claim against any holder of a Capital Security in respect of moneys payable by it under this Agreement.
23.4 Except as otherwise required by law, each Agent shall treat the holder of a Capital Security as its absolute owner as provided in the Conditions and shall not be liable for doing so.
23.5 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the only such duties and only the duties, as are specifically stated set out in this Agreement (including Schedule 7 in the case of the Agent), and the Conditions and the Procedures Memorandum, and no any duties necessarily incidental to them. No implied duties or obligations of any kind (including, without limitation, duties or obligations of a fiduciary or equitable nature) shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agentdocuments.
18.4 The 23.6 Each Agent may consult (at the expense of the Issuer (or, failing the Issuer, the Guarantor), with such expense to be approved by the Issuer and the Guarantor in advance (such approval not to be unreasonably withheld)) with any legal and other professional advisers selected by it, who may be an employee of or adviser to the Issuer, and the opinion of the advisers it shall not be full and complete protection liable in respect of any action takenanything done, or omitted or suffered under this Agreement to be done, relating to that matter in good faith and in accordance with the opinion of the advisersthat adviser's opinion.
18.5 Each Paying 23.7 No Agent shall be protected and shall incur no liability liable in respect of any action taken, omitted anything done or suffered by it in reliance on a Capital Security or other document, notice, certificate or information from any instruction from the Issuer electronic or any document which other source reasonably believed by it believes, acting in good faith, to be genuine and to have been delivered signed or otherwise given or disseminated by the proper party or parties.
23.8 Each Agent shall be protected against liability for acting on written instructions any instruction believed by it (acting in good faith) to be genuine and from the Issuerproper party.
18.6 23.9 Any Paying Agent and its officersany other person, directors and employees whether or not acting for itself, may become the owner ofacquire, and/or acquire hold or dispose of any Capital Security or other security (or any interest intherein) of the Issuer or any other person, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage enter into or be interested in any financial contract or other transaction with the Issuer any such person, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notessecurities of any such person, Covered Bonds in each case with the same rights as it would have had if that Agent were not an Agent and need not account for any profit made or Coupons share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
23.10 No Agent shall be under any obligation to take any action under this Agreement that it expects will result in any expense to or liability of such Agent, the payment of which is not, in its opinion, assured to it.
23.11 Notwithstanding anything else herein contained, the Agents may refrain without liability from doing anything that would or might in the opinion of each Agent be contrary to any law of any state or jurisdiction (including but not limited to the European Union, the United States of America or any jurisdiction forming a part of it, and England and Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in the opinion of each Agent, necessary to comply with any such law, directive or regulation.
23.12 Nothing in this Agreement shall require an Agent to assume an obligation of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the Central Bank of Ireland).
23.13 The Agents are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Nothing in this Agreement shall require any Agent to carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Regulated Activities) Order 2001, or to lend money to the Issuer.
23.14 Each Agent undertakes to inform the Issuer and the Guarantor as soon as reasonably practicable if it is not, or ceases to be, a FATCA Exempt Party. If the Issuer or the Guarantor determine, in their sole discretion, that the Issuer will be required to withhold or deduct any FATCA Withholding in connection with any other obligations of payment due on any Capital Securities, the Issuer as freely as if will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the Paying Agent were not appointed under payment may be made free from FATCA Withholding, provided that any such redirection or reorganisation of any payment is made through a recognised institution of international standing and such payment is made in accordance with this Agreement.
18.7 23.15 The Issuer shall provide the Fiscal Agent for itself and for delivery to each other Agent with a certified copy of the certified list of persons authorised to execute documents and take action on its behalf of the Issuer in connection with this Agreement and shall notify the Fiscal Agent and each other Agent immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes authorised togetherso authorised. Unless and until notified of any such change, each Agent may rely on the certificate(s) most recently delivered to it and all instructions given in accordance with such certificate(s) shall be binding on the Issuer.
23.16 Each Agent shall be entitled to take any action or to refuse to take any action which such Agent regards as necessary for such Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system. No Agent shall be under any obligation to take any action under this Agreement on the basis of unclear or conflicting instructions (and in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions any such unclear or as ordered by a court of competent jurisdiction or as required by law or applicable regulationsconflicting instructions, the Issuer and each of the Paying Agents relevant Agent shall be entitled to treat the bearer request clarification of such instructions and will not be liable for any Note, Covered Bond Losses occasioned by any delay arising from such unclear or Coupon as the absolute owner of it (whether conflicting instructions or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of itfrom such clarification).
18.9 23.17 The amount Agents shall not be responsible to anyone with respect to the validity of this Agreement or the Programme may be increased Capital Securities.
23.18 The Agents shall have no duty or responsibility in the case of any default by the Issuer in accordance with the procedure set out in performance of its obligations under the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amountConditions.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation 23.19 The Agents will treat information about the Issuer and other information relating to it, its operations the Guarantor or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the formsservices provided hereunder ("Confidential Information") as secret and confidential and will not, documentation without the Issuer's or other information provided the Guarantor's prior written consent or authority, disclose to any third party the Confidential Information except in the following circumstances (in which case the Confidential Information may be disclosed to third parties, including members of the Agents' corporate group):
(a) where necessary to perform the Agents' obligations under this Agreement; or
(b) where an Agent is under a legal or regulatory obligation to do so, or where the law permits it in certain limited circumstances to do so, or an Agent has been requested to do so by such party is (any legal, regulatory, governmental or becomes) inaccurate fiscal body in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orjurisdiction.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by ; and
(c) that it need shall not be segregated, required to segregate such money except as required by law. Money paid to the Paying Agents by the Issuer for the purposes of this Agreement shall not be held by that Paying Agent subject to the Financial Conduct Authority’s Client Money Rules.
18.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 Each Paying Agent undertakes to the Issuer to perform its dutiesduties in a commercially reasonable manner, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Principal Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
18.4 The Principal Paying Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the such advisers.. Failure to
18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the an authorised officer of Issuer given in accordance with this Agreement or any document which it believes, (acting in on good faith, ) believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer.
18.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.Agreement.
18.7 The Issuer shall provide the Principal Paying Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 Notwithstanding anything else herein contained, each Agent may refrain without liability from doing anything that would or might in its reasonable opinion be contrary to any applicable law of any state or jurisdiction (including but not limited to the European Union, the United States of America or any jurisdiction forming a part of it, and England & Wales) or any applicable directive or regulation of any Authority of any such state or jurisdiction and may without liability do anything which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation.
18.10 Each Agent shall be entitled to refrain from acting, without liability, if conflicting, unclear or equivocal instructions have been received or in order to comply with any Applicable Law. In the event an Agent reasonably considers that instructions are unclear, equivocal or conflicting, the relevant Agent will advise the instructing party as soon as reasonably practicable.
18.11 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
18.12 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 18.13 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 18.13 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orextent
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the any Issuer for any interest on the money. Money ; and
(c) monies held by it need not be segregated, segregated except as required by law.
18.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the each Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered BondsReceipts, Coupons or Talons.
18.3 Each Paying Agent undertakes to the each Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancesfaith. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the any Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the relevant Issuer.
18.6 The Paying Agent is entitled to do nothing, without liability, if conflicting, unclear or equivocal instructions are received.
18.7 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered BondsReceipts, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the any Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the any Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The 18.8 Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately as soon as reasonably practicable in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 18.9 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the each Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Receipt or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 18.10 The amount of the Programme may be increased by the Issuer Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 18.11 Each party Issuer shall provide the Paying Agents with sufficient information so as to this Agreement shallenable each Paying Agent to determine whether or not that Paying Agent is obliged, within ten business days in respect of any payments to be made by it hereunder, to account for any FATCA Withholding.
18.12 Notwithstanding anything else herein contained, the Agent may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the European Union, the United States of America or , in each case, any jurisdiction forming a written request by another party, supply to that other party such forms, documentation part of it and other information relating to it, its operations England & Wales) or any Notes directive or Covered Bonds as that other party reasonably requests for the purposes regulation of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any agency of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such formstate or jurisdiction and may without liability do anything which is, documentation in its opinion, necessary to comply with any such law, directive or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orregulation.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer (and, in the circumstances referred to in subclause 2.7 above, the Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered BondsReceipts, Coupons or Talons.
18.3 21.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 4 in the case of the AgentPrincipal Paying Agent and the Registrar), the relevant Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 4 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar.
18.4 21.4 The Principal Paying Agent and the Registrar may (at the expense of the Issuer) consult with legal and other professional advisers to the extent reasonably necessary and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document document, certificate or communication which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered BondsReceipts, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 21.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons Authorised Persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised personAuthorised Person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.authorised.
18.8 21.8 Except as otherwise permitted in the Trust Deed and the relevant Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note, Covered Bond Receipt or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 21.9 None of the Agents shall be under any obligation to take any action under this Agreement (i) which may be illegal or contrary to applicable law or regulation or (ii) which it expects will result in any expense, loss, charge or liability accruing to it, the payment of which or adequate indemnity against which within a reasonable time is not, in its opinion, assured to it.
21.10 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
21.11 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written 21.12 The Issuer shall upon request by another party, supply to that other party such forms, documentation and other provide any Agent with any additional information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate may reasonably require in any material respect; provided, however, that no party shall be required order to provide any forms, documentation or other information pursuant to fulfil its roles and obligations under this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orAgreement.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by either Issuer or the Issuer Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the relevant Issuer or the Guarantor for any interest on the money. Money held by ; and
(c) that it need shall not be segregated, required to segregate such money except as required by law. Money paid to the Paying Agents by either Issuer or the Guarantor for the purposes of this Agreement shall not be held by that Paying Agent subject to the Financial Conduct Authority’s Client Money Rules.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer Issuers and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 21.3 Each Paying Agent undertakes to the Issuer Issuers and the Guarantor to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 10 in the case of the AgentPrincipal Paying Agent and the Registrar), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 10 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar.
18.4 21.4 The Principal Paying Agent and the Registrar may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an Issuer or the Issuer Guarantor or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an Issuer or the IssuerGuarantor. Each Agent may refrain from acting in accordance with any instruction if it reasonably determines that such instruction is unclear, equivocal or contradictory. The Agent shall promptly notify the instructing party in the event it refrains from acting in accordance with an instruction.
18.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer either of the Issuers or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer Issuers or the Guarantor as freely as if the Paying such Agent were not appointed under this Agreement.Agreement.
18.7 21.7 The Issuer Issuers and the Guarantor shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuers, the Guarantor and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 21.9 None of the Agents shall be under any obligation to take any action under this Agreement which it expects will result in any expense, loss, charge or liability accruing to it, the payment of which or adequate indemnity against which within a reasonable time is not, in its opinion, assured to it.
21.10 The amount of the Programme may be increased by the Issuer Issuers and the Guarantor in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.amount.
18.10 21.11 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 21.11 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oror (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 21.11, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 19.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement Agent not acting in good faith and in accordance with the opinion of the advisersfaith.
18.5 19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the IssuerIssuer as provided in subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefor.
18.6 19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 19.10 Subject to the Issuer’s written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement to a third party, the Issuer hereby acknowledges the potential for such delegation. The Agent shall be and remain liable for any act or omission committed by such delegate, to the same extent as it would have been liable hereunder had it performed such act or omission itself.
(a) Each party of the Paying Agents and the Issuer undertake to respect and protect the confidentiality of all information acquired as a result of or pursuant to this Agreement shalland will not, within ten business days of without the other parties’ prior written consent, disclose any such information to a written request by another third party, supply unless it is required to that other party do so by any applicable law or regulation or is specifically authorised to do so hereunder or by any separate agreement, especially where the provision of such formsinformation is the object or part of the service to be provided by the relevant Paying Agent.
(b) In order to provide its services to the Issuer and to satisfy legal obligations it is subject to, documentation and other information each Paying Agent will process (in particular, without being limited to, by collecting, recording, organising, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or otherwise making available to third parties) data relating to itthe Issuer (including, its operations or any Notes or Covered Bonds as that other party reasonably requests for without being limited to the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the formsIssuer’s name, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; providedaddress, howeveroccupation, that no party shall be required nationality, corporate form, etc.). The Issuer may freely refuse to provide any formsPaying Agent with this information and thus prevent the relevant Paying Agent from using these data-processing systems. However, documentation such a refusal will be an obstacle preventing the start or continuation of business relations between the Issuer and the relevant Paying Agent. The Agent will only ask for the information needed to fulfil its obligations and provide the Issuer with its services. The Issuer may, at its request, access the data relating to it and will be entitled to have it amended. The data will be kept for the period which the relevant Paying Agent is required to keep it by law.
(c) The Issuer expressly authorises the transfer of data to third parties or to the head office of each Paying Agent (or any other information pursuant person providing services to this subclause 18.10 such Paying Agent) if such transmission is required to allow such Paying Agent to provide its services to the Issuer or to satisfy legal obligations it or such third party is subject to. The Issuer expressly authorises such transfer, including, to the extent that: (i) relevant, any such form, documentation or other information (or transfer to third parties established outside the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orEuropean Communities.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each 22.1 Save as provided in Clause 2.4 and in this Clause 22, the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer Trustee, Majid Al Futtaim Properties, the Guarantor, or otherwise for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer Trustee, Majid Al Futtaim Properties, the Guarantor or any other person for any interest on the profit or other amounts in respect of such money. Money No money held by it any Agent need not be segregated, segregated except as required by lawlaw and shall not be subject to the United Kingdom Financial Conduct Authority's client money rules.
18.2 In 22.2 Save as provided in Clause 2.4, in acting under this Agreement and in connection with the Notes or Covered BondsCertificates, each Paying Agent the Agents shall act solely as an agent agents of the Issuer Trustee or, in the circumstances set out in Clause 2.4, the Delegate and will not be under any fiduciary duties or assume any obligations towards or relationship of agency or trust for or with any of the owners Certificateholders.
22.3 No Agent shall exercise any right of set-off or holders lien against the Trustee, Majid Al Futtaim Properties, the Guarantor, the Delegate or any Certificateholders in respect of any moneys payable to or by it under the terms of this Agreement.
22.4 Except as otherwise ordered by a court of competent jurisdiction or required by law, each of the NotesAgents shall be entitled to treat the registered holder of any Certificate as the absolute owner for all purposes (whether or not any payment in respect of the relevant Certificate shall be overdue and regardless of any notice of ownership, Covered Bondstrust or any interest or any writing on, Coupons or Talonsthe previous theft or loss of, the relevant Certificate).
18.3 22.5 Each Paying Agent undertakes to of the Issuer to perform its duties, and Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Certificates and no implied duties or obligations shall be read into any of those documents this Agreement or the Certificates against any Paying Agent, the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances.
22.6 No Agent shall be responsible for or liable in respect of the legality, validity or enforceability of any Certificate or any act or omission of any other person (including, without limitation, any other Agent or ▇▇▇▇▇▇▇▇▇).
▇▇.▇ ▇▇▇▇ of the Agents shall have any liability for any stamp duty, tax or other governmental charge that may be imposed in relation to the execution and delivery of this Agreement.
22.8 The Principal Paying Agent accepts its appointment as Calculation Agent in relation to each Series of Certificates and shall perform all matters expressed to be performed by it in, and otherwise comply with, the Conditions and the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto. The Principal Paying Agent shall be treated as having agreed to act as Calculation Agent in respect of a Series of Certificates if it shall have received the applicable Final Terms (in draft or final forms) naming it as Calculation Agent no later than two Business Days before the relevant Issue Date and shall not have notified the Trustee that it does not wish to be so appointed within one Business Day of such receipt. The Trustee may appoint the relevant Dealer (or one of the relevant Dealers) through whom such Series of Certificates are issued or another institution as calculation agent for such Series of Certificates.
22.9 The Calculation Agent shall not be responsible to the Trustee or to any third party (except in the event of wilful default, negligence or bad faith of the Calculation Agent) as a result of the Calculation Agent having acted on any quotation given by any bank in accordance with the Conditions and which subsequently may be found to be incorrect.
22.10 None of the Agents shall have any obligation or duty: (a) to monitor or inquire as to the performance of the Trustee of its obligations under the Certificates, this Agreement or any other relevant documents; or (b) to determine or take any steps to ascertain whether any relevant event under the Certificates has occurred.
22.11 Each of the Paying Agents may (other than at the Agentexpense of the Trustee) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent may consult with legal any expert or legal, financial and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the such advisers.
18.5 22.12 Each Paying Agent of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction information, reports, certificates, instruction, request or order from the Issuer Trustee, Majid Al Futtaim Properties, the Guarantor or the Delegate, or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerTrustee, Majid Al Futtaim Properties, the Guarantor or the Delegate.
18.6 22.13 Any Paying Agent and its of the Agents, their officers, directors and employees directors, employees, agents, delegates or controlling persons may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons Certificates with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Trustee, Majid Al Futtaim Properties, the Guarantor or the Delegate and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds the Certificates or Coupons or in connection with any other obligations of the Issuer Trustee, Majid Al Futtaim Properties or the Guarantor as freely as if the Paying such Agent were not appointed under this Agreement.
18.7 The Issuer shall provide the Agent with a certified copy 22.14 None of the list Agents shall be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of persons authorised which within a reasonable time is not, in its opinion, assured to execute documents it.
22.15 In the event that each of the Trustee or the Guarantor determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to any of the Agents on any Certificates, then the Trustee or the Guarantor will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and take action on its behalf otherwise made in accordance with this Agreement and the Trust Deed. The Trustee or the Guarantor will promptly notify the Agents, the Delegate and the Trustee of any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 22.15.
22.16 The Trustee and the Guarantor undertake to the Agents that:
(a) they will provide to the Agents all documentation and other information required by the Agents from time to time to comply with any Applicable Law forthwith upon request by the Agents; and
(b) they will notify the Agents in writing within 30 days of any change that affects the Trustee's tax status pursuant to any Applicable Law.
22.17 It shall be the sole responsibility of the Guarantors to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Certificates or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each Agent upon determining or becoming aware of such requirement. The Guarantors shall notify the each relevant Agent immediately in writing if any a minimum of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory five Business Days prior to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions date on which any payment for which a deduction or as ordered by a court of competent jurisdiction or as withholding is required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond or Coupon as the absolute owner of it of: (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to a) the amount of such deduction or withholding; and (b) the Programme relevant Authorities to whom such amount should be paid. The Guarantors shall be deemed provide such Agent with all information required for such Agent to be references able to the increased amountmake such payment.
18.10 22.18 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations operations, or any Notes or Covered Bonds the Certificates as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 Clause 22.17 to the extent that: (ia) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oror (b) doing so would or might in the reasonable opinion of such party constitute a breach of any: (i) Applicable Law; (ii) fiduciary duty; or (iii) duty of confidentiality. For the purposes of this Clause 22.17, "Applicable Law" shall be deemed to include: (1) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (2) any agreement between any Authorities; and (3) any agreement between any Authority and any party that is customarily entered into by institutions of a similar nature.
22.19 The face amount of the Programme may be increased by the Trustee, Majid Al Futtaim Properties and the Guarantor in accordance with the procedures set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the face amount of the Programme shall be deemed to be references to the increased amount.
22.20 Notwithstanding anything else herein contained, each of the Delegate and each Agent may refrain without liability from doing anything that would or might in its reasonable opinion be contrary to any law of any state or jurisdiction (including but not limited to the United States of America or any jurisdiction forming a part of it, Germany and England and Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 19.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 19.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement Agent not acting in good faith and in accordance with the opinion of the advisersfaith.
18.5 19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the IssuerIssuer as provided in Subclause 19.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement and in not acting on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefor.
18.6 19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party 19.10 Subject to the Issuer's written consent (such consent not to be unreasonably withheld), if in the Agent's opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement shall, within ten business days of to a written request by another third party, supply to that other party the Issuer hereby acknowledges the potential for such forms, documentation delegation. The Agent shall be and other information relating to it, its operations remain liable for any act or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided omission committed by such party is (or becomes) inaccurate in any material respect; provideddelegate, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the same extent that: (i) any as it would have been liable hereunder had it performed such form, documentation act or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oromission itself.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 19.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Notes Coupons or Talons.
18.3 19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 19.4 The Agent Agent, at the expense of the Issuer, may consult with legal and other professional advisers and and, provided that the Agent shall have exercised reasonable care in the selection of any such adviser, the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers. Failure to consult such advisers on any matter shall not in itself be construed as evidence of the Agent not acting in good faith.
18.5 19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Notes Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days 19.10 The Issuer shall promptly inform the Agent of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes issuance of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orVPS Notes.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the relevant Issuer or the Guarantor (if applicable) for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the relevant Issuer or the Guarantor (if applicable) for any interest on the money. Money ; and
(c) no money held by it any Agent shall be held subject to the UK FCA Client Money Rules, and no money held by any Agent shall need not be segregated, segregated except as required by law.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer Issuers and the Guarantor (if applicable) (and, in the circumstances referred to in subclause 2.6 above, the Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talonsother person.
18.3 21.3 Each Paying Agent undertakes to each of the Issuer Issuers and the Guarantor (if applicable) to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 4 in the case of the AgentPrincipal Paying Agent and the Registrar), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 4 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar.
18.4 21.4 The Principal Paying Agent and the Registrar may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.. Failure to consult on any legal matter shall not be construed as evidence of the Principal Paying Agent and/or the Registrar not acting in good faith.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction instruction, request or order from the relevant Issuer or the Guarantor (if applicable) or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or parties or on written instructions from the Issuerrelevant Issuer or the Guarantor (if applicable). Each Agent may refrain from acting in accordance with any instruction if such Agent determines that such instruction is unclear, contradictory or equivocal. If an Agent determines that an instruction is unclear, contradictory or equivocal, it will advise the instructing party as soon as reasonably practicable of that determination.
18.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Issuers, the Guarantor or the Trustee and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer Issuers or the Guarantor or the Trustee as freely as if the Paying Agent were not appointed under this Agreement.Agreement.
18.7 The Issuer 21.7 Each of the Issuers and the Guarantor shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 21.8 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuers, the Guarantor (if applicable), the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 21.9 Notwithstanding anything else herein contained, the Agents may refrain without liability from doing anything that would or might in their reasonable opinion be contrary to any law of any state or jurisdiction (including but not limited to the United States of America, the European Union or, in each case, any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in their reasonable opinion, necessary to comply with any such law, directive or regulation.
21.10 None of the Agents shall be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it.
21.11 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the relevant Issuer or the Guarantor (if applicable) of their respective obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
21.12 The amount of the Programme may be increased by the Issuer Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.amount.
18.10 21.13 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 21.13 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oror (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 21.13, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a similar nature. In this subclause 21.13 Applicable Law and Authority shall have the meanings set out in subclause 6.13 above.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it the Agent need not be segregated, segregated except as required by law.
18.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, Agent other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 Each Paying Agent is entitled to take any action or to refuse to take any action, and has no liability for any liability or loss resulting from taking or refusing to take action, which such Paying Agent regards as necessary for it to comply with any applicable law, regulation or requirement (whether or not having the force of law) of any central bank or governmental or other regulatory authority affecting it, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.
18.5 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 18.6 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 18.7 Any Paying Agent and its officers, directors directors, affiliates and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 18.8 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 18.9 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 18.10 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each 18.11 No Paying Agent shall be liable for any loss caused by events beyond their reasonable control including any malfunction, interruption or error in the transmission of information caused by any machine or systems, interruption of communication facilities, abnormal operating conditions or events of force majeure. Under no circumstance will any Paying Agent be liable to the Issuer or any other party to this Agreement shallfor any loss of business, within ten business goodwill, opportunity or profit or consequential loss, even if advised of the possibility of such loss or damage.
18.12 None of the parties to this Agreement is permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that, subject to the relevant Agent notifying the Issuer at least 20 days prior to any such transfer, each of a written request by another partythe Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 18.12, supply DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to that other party such formstime.
18.13 The parties acknowledge that, documentation in connection with this Agreement, the Issuer may disclose to the Paying Agents, and other the Paying Agents may further process, information relating to itindividuals (Personal Data) such as individuals associated with the Issuer. The parties confirm that in so doing they will each comply with any applicable Data Protection Laws and, its operations or any Notes or Covered Bonds that each is acting as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law an independent and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, separate Controller and that no party shall be required will place any other party in breach of applicable Data Protection Laws. In this Agreement, Data Protections Laws means any data protection or privacy laws and regulations, as amended or replaced from time to provide any formstime, documentation or other information pursuant to this subclause 18.10 to the extent that: such as (i) any such form, documentation or other information the Data Protection Act 2018 and (ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR) or the information required to be provided on such form or documentation) is not reasonably available to such party UK GDPR and cannot be obtained by such party using reasonable efforts; orany applicable implementing laws, regulations and secondary legislation, and
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer or the Guarantor for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and the Guarantor (and, in the circumstances referred to in subclause 2.6 above, the Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Notes Coupons or Talons.
18.3 21.3 Each Paying Agent undertakes to the Issuer and the Guarantor to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 5 in the case of the AgentPrincipal Paying Agent and the Registrar), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 5 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar.
18.4 21.4 The Principal Paying Agent and the Registrar may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or the Guarantor or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer or the Guarantor.
18.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and/or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Paying Agent were not appointed under this Agreement.
18.7 21.7 The Issuer and the Guarantor shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 21.8 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Guarantor, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 21.9 The amount of the Programme may be increased by the Issuer and the Guarantor in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 21.10 Notwithstanding any provision of this Agreement to the contrary, no Agent shall in any event be liable for indirect, punitive or consequential loss or special damages or other damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even if such Agent has been advised of the likelihood of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise.
21.11 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's ’s compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 21.11 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oror (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 21.11, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying (1) The Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof; and
(b) as provided in sub-clause (2) below; and
(c) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by lawthereon.
18.2 (2) In acting under this Agreement hereunder and in connection with the Notes or Covered BondsNotes, each the Agent and the Paying Agent Agents shall act solely as an agent agents of the Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered BondsReceipts, Coupons or Talons.
18.3 Each (3) The Agent and the Paying Agent undertakes Agents hereby undertake to the Issuer to perform its such obligations and duties, and shall be obliged to perform the such duties and only the dutiessuch duties as are herein, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Terms and Conditions and in the Procedures Memorandum, Memorandum specifically set forth and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Agent and the Paying AgentAgents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 (4) The Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers.
18.5 (5) Each of the Agent and the Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer.
18.6 (6) Any Paying of the Agent and its the Paying Agents and their officers, directors and employees may become the owner of, and/or or acquire any interest in, in any Notes, Covered BondsReceipts, Coupons or Talons with the same rights that they it or he would have had if the Agent or the relevant Paying Agent concerned Agent, as the case may be, were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction transactions with the Issuer and may act on, or as depositary, safekeeper, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Noteholders or Coupons Couponholders or in connection with any other obligations of the Issuer as freely as if the Agent or the relevant Paying Agent Agent, as the case may be, were not appointed under this Agreementhereunder.
18.7 (7) The Issuer shall provide the Agent with a certified copy of the list of persons authorised authorized to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those such persons ceases to be authorised so authorized or if any additional person becomes authorised so authorized together, in the case of an additional authorised authorized person, with evidence satisfactory to the Agent that the such person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulationsso authorized, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party the Agent shall be required not incur any liability for any losses, claims or damages resulting from the Issuer’s failure to provide any forms, documentation or other information pursuant to this subclause 18.10 such notification to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orAgent.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 18.1 Each 22.1 Subject as provided in subclause 22.3, the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer Society for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
and not subject to the UK FCA Client Money Rules (a) that it shall not exercise any right of set-off, lien or similar claim set out in respect chapter 7 of the money; and
(bCASS Sourcebook of the FCA Handbook of Rules and Guidance) that it and shall not be liable to account to the Issuer Society for any interest on or other amounts in respect of the money. Money No money held by it any Agent need not be segregated, segregated except as required by law.
18.2 22.2 In acting under this Agreement and in connection with the Notes or Covered Bonds, each Paying Agent Perpetual Capital Securities the Agents shall act solely as an agent agents of the Issuer Society and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders Securityholders.
22.3 No Agent shall exercise any right of set-off or lien or similar claim against the Society or any Securityholder in respect of any moneys payable to or by it under the terms of this Agreement.
22.4 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Society, each of the NotesAgents shall be entitled to treat the registered holder of any Perpetual Capital Security as the absolute owner for all purposes (regardless of any notice of ownership, Covered Bondstrust or any interest or any writing on, Coupons or Talonsthe theft or loss of, the Certificate issued in respect of it).
18.3 Each Paying 22.5 In acting under this Agreement, each Agent undertakes to shall act solely as agent of the Issuer to perform its dutiesSociety and shall have no obligation towards or relationship of agency, and fiduciary duty or trust with any other person. The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and the Procedures Memorandum, Global Certificate and no implied duties or obligations shall be read into any of those documents this Agreement or the Perpetual Capital Securities against any Paying Agent, the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 22.6 The Principal Paying Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 22.7 Each Paying Agent of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or any document Society which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerSociety.
18.6 22.8 If any Agent considers that any instructions received by it from or on behalf of the Society are unclear, conflicting or equivocal, it shall promptly notify the Society of such fact and shall request such additional information and/or clarification as may be reasonably required. The Society shall, as soon as reasonably practicable following receipt of such a request, provide such additional information and/or clarification to the Agent. In such event, the Agents shall be entitled, without liability, not to act upon such unclear, conflicting or equivocal instructions until the Society has provided such additional information and/or clarification.
22.9 Any Paying Agent of the Agents, and its officersany other person, directors and employees whether or not acting for itself, may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons Perpetual Capital Securities with the same rights that it or they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Society, and may act on, or as depositarydepository, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Securityholders or Coupons or in connection with any other obligations of the Issuer Society, as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer 22.10 No Agent shall provide be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the Agent with payment of which within a certified copy reasonable time is not, in its opinion, assured to it.
22.11 None of the list Agents shall have any obligation or duty (i) to monitor or supervise, inquire as to the performance of persons authorised to execute documents and take action on the Society of its behalf in connection with obligations under the Perpetual Capital Securities, this Agreement and shall notify or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person Perpetual Capital Securities has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each occurred. Each of the Paying Agents shall be entitled to treat assume, in the bearer absence of express notice in writing to the contrary, that each other party is properly performing and complying with its obligations under this Agreement and the other documents relating to the Perpetual Capital Securities to which it is party, and that no default or other relevant event has occurred under the Conditions of the Perpetual Capital Securities, and no Agent shall have any liability to any person for any loss arising from any breach by any party (other than itself) of this Agreement or any such document, or from any action taken or not taken by it in respect of any Note, Covered Bond such default or Coupon as the absolute owner of event which has not been notified to it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it)in writing.
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 22.12 Each party to this Agreement shall, within ten business days Business Days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations operations, or any Notes or Covered Bonds the Perpetual Capital Securities as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 22.12 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 22.12, "Applicable Law" shall be deemed to include (i) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party that is customarily entered into by institutions of a similar nature.
22.13 Notwithstanding anything else herein contained, any Agent may refrain without liability from doing anything that would or might, in its reasonable opinion following due investigation, be contrary to any law of any state or jurisdiction (including but not limited to the United Kingdom, the European Union, the United States of America or, in each case, any jurisdiction forming a part of it) or any directive or regulation of any agency of any such state or jurisdiction, and may without liability do anything which is, in its reasonable opinion following due investigation, necessary to comply with any such law, directive or regulation.
22.14 The Society shall provide as soon as reasonably practicable on request to any Agent such information as it shall reasonably require for the purpose of the discharge or exercise of its duties herein.
22.15 The Society shall provide the Principal Paying Agent for itself and for delivery to each other Agent with a copy of the certified list of persons authorised to take action on behalf of the Society in connection with this Agreement and shall notify the Principal Paying Agent and each other Agent as soon as reasonably practicable in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised. Unless and until notified of any such change, each Agent may rely on the certificate(s) most recently delivered to it and all instructions given in accordance with such certificate(s) shall be binding on the Society.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 23.1 Each Paying Agent shall be entitled to deal with money paid to it by the relevant Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers (and any such money will not be held in accordance with the client money rules of the UK Financial Conduct Authority) and shall not be obliged to segregate such money paid to it save as required by law except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof;
(b) as provided in subclause 23.2 below; and
(bc) that it shall not be liable to account to the relevant Issuer for any interest on the money. Money held by it need not be segregated, except as required by lawthereon.
18.2 In 23.2 Save as provided in subclause 2.8, in acting under this Agreement hereunder and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the relevant Issuer and will not thereby assume any obligations towards towards, or relationship of agency or trust for or with with, any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 23.3 Each Paying Agent hereby undertakes to the relevant Issuer to perform its such obligations and duties, and shall be obliged to perform the such duties and only the such duties, specifically stated in this Agreement as are herein (including Schedule 7 Sc hedule 5 in the case of the AgentPrincipal Paying Agent and the Registrar), in the Conditions and in the Procedures MemorandumMemorandum specifically set forth, and no implied duties or obligations shall be read into any of those documents this Agreement, the Trust Deed or the Notes against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and/or the Registrar to perform the duties set out in Schedule 7 5 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent or, as applicable, the Registrar.
18.4 The 23.4 Each Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. No Agent shall be liable or required to act upon conflicting, unclear or equivocal instructions received by it. Nevertheless, each Agent shall use reasonable endeavours, if practicable to do so and without liability, to clarify any such conflicting, unclear or equivocal instructions.
18.5 23.5 Each Paying Agent, to the extent it is an FFI:
(a) represents that it is exempt from FATCA Withholding Tax and undertakes to remain so exempt; or
(b) undertakes to use reasonable endeavours to become a Participating FFI and to remain a Participating FFI, and, in each case, undertakes promptly to inform the relevant Issuer if it ceases to be exempt from FATCA Withholding Tax, or fails to become or ceases to be a Participating FFI.
23.6 Without prejudice to Clause 20, each Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the relevant Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuerrelevant Issuer or, for the purposes of subclause 2.8, the Trustee whether the subject document is submitted in the original or via facsimile, and without any requirement to investigate further into the accurac y or the genuine nature of the document.
18.6 23.7 Any Paying Agent Agent, its affiliated companies and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the relevant Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the relevant Issuer as freely as if the Paying Agent were not appointed under this Agreementhereunder.
18.7 23.8 The relevant Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy c opy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence reasonably satisfactory to the Principal Paying Agent and the Registrar that the such person has been so authorised.
18.8 23.9 Except as otherwise permitted provided in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer relevant Issuer, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it thereof (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or notice of any previous loss or theft of itthereof).
18.9 23.10 The amount of the Programme may be increased by the relevant Issuer in accordance with the procedure set out in the Programme Agreement. Upon any such increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the such increased amount.
18.10 Each party 23.11 No Agent shall be responsible to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the formsrelevant Issuer or a holder in respect of interest earned or payable on funds held by it under this Agreement, documentation or other information provided except as agreed in writing by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or Agent and the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orrelevant Issuer.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 (1) Each Paying Agent shall be entitled to deal with money paid to it by the Issuer CNH Industrial or CIFE for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer CNH Industrial or CIFE for any interest on the money. Money held by it need not No Agent shall be segregated, except as required to segregate any such money unless required by lawapplicable law and no such money shall be held subject to the Financial Conduct Authority’s Client Money Rules.
18.2 (2) In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely for the purposes of this Agreement as an agent of the Issuer CNH Industrial and CIFE and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 (3) Each Paying Agent undertakes to the Issuer CNH Industrial and CIFE to perform its duties, and shall be obliged to perform the duties and only the dutiesduties (including, in the case of any Notes issued as NGN, Schedule 9 in the case of the Principal Paying Agent), specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and in the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent and the CMU Lodging and Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 9 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
18.4 (4) The Principal Paying Agent and the CMU Lodging and Paying Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 (5) Each Paying Agent shall shall, in the absence of wilful default, negligence or bad faith on the part of suc h Agent or its officers, employees or any of them be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer CNH Industrial or CIFE or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerCNH Industrial or CIFE.
18.6 (6) Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer CNH Industrial or CIFE and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer CNH Industrial or CIFE as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer (7) CNH Industrial and CIFE shall provide the Principal Paying Agent and the CMU Lodging and Paying Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the CMU Lodging and Paying Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the CMU Lodging and Paying Agent that the person has been authorised.
18.8 (8) Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 (9) The amount of the Programme may be increased by the Issuer Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to (10) Notwithstanding any other term or provision of this Agreement shallto the contrary, within ten business days none of CNH Industrial or CIFE nor the Agents shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever, including but not limited to loss of profits, business, goodwill or opportunity, whether or not foreseeable, even if CNH Industrial or CIFE or the Agent has been advised of the likelihood of such loss or damage, except that the limitation in respect of punitive damages shall not apply to the extent a final non-appealable judgment of a court of competent jurisdiction has decided that such punitive damages are as a sole result of CNH Industrial or CIFE' s or the Agent's fraud or wilful misconduct. The provisions of this clause shall survive the termination or expiry of this Agreement or the resignation or removal of any Agents.
(11) The Agents will treat information relating to CNH Industrial and CIFE as confidential. Unless consent is prohibited by law, each of CNH Industrial and CIFE consents to the transfer and disclosure by the Agents only of any necessary information relating to CNH Industrial or CIFE to and between branches, subsidiaries, representative offices, affiliates and agents of the Agents and third parties selected by any of them, wherever situated, for confidential use, provided such transfer and disclosure is required in connection with each Agent’s appointment as an Agent and the provision of any service under this Agreement and such Agents take necessary measur es to ensure that each of such branches, subsidiaries, representative offices, affiliates, agents and third parties complies with the confidentiality obligations set forth herein. The Agents and any of their respective branches, subsidiaries, representative offices, affiliates, agents or third parties may transfer and disclose any such information as required by any law, court, regulator or legal proces s with, to the extent permitted by applicable law and regulation and to the extent reasonably practicable, prior written request by another party, supply notice to that other party such forms, the relevant Issuer and (in the case of Guaranteed Notes) the Guarantor.
(12) The Issuers undertake that:
(a) they will provide to the Agents all documentation and other information (in each case, relating solely to it, its operations the Issuers or the Guarantor) reasonably required by the Agents from time to time to comply with ▇▇▇▇▇ as soon as reasonably practicable following request by the Agents; and
(b) they will notify the Agents in writing as soon as reasonably practicable upon becoming aware of any Notes or Covered Bonds as change that other party reasonably requests affects an Issuer’s tax status for the purposes of that other party's compliance with Applicable Law and shall notify FATCA w here such change would have a material effect on the relevant other party reasonably promptly in Agents’ performance of their duties under this Agreement.
(13) Any payment by the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party Agents under this Agreement shall be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If an Agent is required to provide any forms, documentation make a deduction or other information pursuant withholding referred to this subclause 18.10 to the extent thatabove: (i) it shall not be liable for any such form, documentation or other information (or the information required additional amounts to be provided on such form paid in respect of that deduction or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orwithholding;
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 23.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer or the relevant Guarantor (as the case may be) for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer or the relevant Guarantor for any interest on the money. Money ; and
(c) that it shall not be required to segregate any money held by it need not be segregated, except as required by law.
18.2 23.2 In acting under this Agreement and in connection with the Notes or Covered Bonds, each Paying Agent shall act solely as an agent of the Issuer Issuer, the Guarantors (and, in the circumstances referred to in Clauses 2.6 and 2.7, the Bond Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Receipts, Coupons or Talons.
18.3 23.3 Each Paying Agent undertakes to the Issuer to perform its dutiesand the Guarantors and, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions circumstances referred to in
23.4 The Principal Paying Agent and the Procedures MemorandumRegistrar may, and no implied duties or obligations shall be read into any of those documents against any Paying Agentat the Issuer's expense, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 23.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any of the Guarantors or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer or the relevant Guarantor.
18.6 23.6 Any Paying Agent Agent, its affiliated companies and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Receipts, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or any of the Guarantors and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds or Coupons or in connection with any other obligations of the Issuer or any of the Guarantors as freely as if the Paying Agent were not appointed under this Agreement.
18.7 23.7 The Issuer and the Guarantors shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 23.8 Except as otherwise permitted in the Trust Deed and the Terms and Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, in the Issuer case of Bearer Covered Bonds, the Issuer, the Guarantors, the Bond Trustee and each of the Paying Agents shall be entitled to treat the bearer of any NoteBearer Covered Bond, Receipt or Coupon and the registered holder of any Registered Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 23.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money ; and
(c) money held by it need not be segregated, segregated except as required by law.
18.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered BondsReceipts, Coupons or Talons.
18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered BondsReceipts, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Receipt or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 If the Agent reasonably considers that it is, or may be, obliged to:
(a) withhold, or refuse to make, any payment in relation to any Note, or
(b) refuse to recognise, register or otherwise facilitate the sale, transfer or cancellation of any Note, or
(c) refrain from taking any other action or duty otherwise provided for in this Agreement, in each case on account of restrictions, obligations or duties imposed upon such party by any Sanctions Authority, then the Agent shall, where permissible by law, notify the Issuer as soon as reasonably practicable of its intention to take any such action (or to refrain from action), and the reasons therefor. If reasonably practicable in the circumstances, the Issuer may require the Agent to provide an opinion of independent legal counsel of recognised standing (at the cost and expense of the Issuer) confirming that the proposed course of action is necessary or advisable in order to ensure compliance with applicable Sanctions legislation.
18.11 Notwithstanding anything else contained herein, the Agent may, following discussions with the Issuer in accordance with Clause 18.10 above, refrain without liability from doing anything that could reasonably be expected to:
(a) result in any payments made under this Agreement being used to fund any trade, business or other activities involving or for the benefit of any Restricted Party; or
(b) result in the Agent being in breach of any Sanctions (if and to the extent applicable to it).
18.12 Notwithstanding the foregoing provisions of Clauses 18.10 and 18.11, the Agent shall not be relieved of responsibility from making payments in respect of, or recognising, registering or facilitation the transfer of, any other Note or Notes (including Notes of the same Series), or performing its other duties under this Agreement, where such payments, transfers or other duties or obligations may be made, undertaken or performed without breach of applicable Sanctions.
18.13 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations operations, or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 Clause 18.13 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oror (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Clause 18.13, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party that is customarily entered into by institutions of a similar nature.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying 17.1 The Agent shall be entitled to deal with money paid to it by the an Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof;
(b) as provided in Clause 17.2; and
(bc) that it shall not be liable to account to the relevant Issuer for any interest on the money. Money held by it need not be segregated, except as required by lawthereon.
18.2 17.2 In acting under this Agreement hereunder and in connection with the Notes or Covered BondsNotes, each the Agent, the Registrar and the Paying Agent Agents shall act solely as an agent agents of the Issuer Issuers and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 Each 17.3 The Agent, the Registrar and the Paying Agent undertakes Agents each hereby undertake to the Issuer Issuers to perform its such obligations and duties, and shall be obliged to perform the such duties and only the duties, such duties as are specifically stated in this Agreement set forth herein (including Schedule 7 9 in the case of the Agent), in the Conditions and in the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Agent, the Registrar or the Paying AgentAgents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 9 becomes known to it, it will shall promptly provide such information to the Agent.
18.4 17.4 The Agent and the Registrar may each consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers.
18.5 17.5 Each of the Agent, the Registrar and the Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the relevant Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the relevant Issuer.
18.6 17.6 Any of the Agent, the Registrar and the Paying Agent Agents and its their officers, directors and employees may become the owner of, and/or or acquire any interest in, in any Notes, Covered Bonds, Coupons or Talons Notes with the same rights that they it or he would have had if the Agent, the Registrar or the relevant Paying Agent Agent, as the case may be, concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction transactions with the an Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds or Coupons Notes or in connection with any other obligations of the an Issuer as freely as if the Agent, the Registrar or the relevant Paying Agent Agent, as the case may be, were not appointed under this Agreementhereunder.
18.7 17.7 The Issuer Issuers shall provide the Agent and the Registrar with a certified copy of certificate containing the list of persons authorised Authorised Persons to execute documents documents, give Instructions and take action on its behalf in connection with this Agreement Agreement, which shall initially be in the form of the Authorised Persons Letter, and shall notify the Agent and the Registrar immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised personAuthorised Person, with evidence satisfactory to the Agent and the Registrar that the such person has been so authorised.
18.8 17.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuers, the Registrar and each of the Paying Agents shall be entitled to treat the bearer person whose name is registered in the Register as the holder of any Note, Covered Bond or Coupon Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 18.1 Each 19.1 Save as provided in Clause 7 and in Clause 19.3 of this Clause, the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer for any interest on or other amounts in respect of the moneymoney and such money shall not be subject to the United Kingdom FCA Client Money Rules. Money No money held by it any Agent need not be segregated, segregated except as required by law.
18.2 In 19.2 Save as provided in Clause 7, in acting under this Agreement and in connection with the Notes or Covered BondsSecurities and the Coupons, each Paying Agent the Agents shall act solely as an agent agents of the Issuer and will not assume any fiduciary duty or other obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Securities or the Coupons or Talonswith any other person.
18.3 Each Paying 19.3 No Agent undertakes to shall exercise any right of set-off or lien against the Issuer or any holders of Securities or Coupons in respect of any moneys payable to perform its dutiesor by it under the terms of this Agreement.
19.4 Except as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer with the approval of the Trustee or as provided in the Trust Deed, the Conditions and the Global Securities, each of the Agents shall be entitled to treat the holder of any Security or Coupon as the absolute owner for all purposes (whether or not the Security or Coupon shall be overdue and notwithstanding any notice of ownership or other writing on the Security or Coupon or any notice of previous loss or theft of the Security or Coupon).
19.5 The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Securities and no implied duties or obligations shall be read into any of those documents this Agreement or the Securities against any Paying Agent, other than the duty to act honestly and in good faith and to exercise Agents.
19.6 The Agents may (at the diligence of a reasonably prudent agent in comparable circumstances. Each cost of the Paying Agents (other than the AgentIssuer) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 19.7 Each Paying Agent of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer Issuer, the Trustee or any other Agent, or any Security or Coupon, or any notice, resolution, direction, consent, certificate, affidavit, statement, facsimile, telex or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or the Trustee. Each of the Agents shall be protected and shall incur no liability for refraining to act if it receives conflicting, instructions, requests or orders.
18.6 19.8 The Issuer shall provide as soon as reasonably practicable on request to any Agent such information as it shall reasonably require for the purpose of the discharge or exercise of its duties herein.
19.9 No Agent shall be under any obligation to monitor or supervise, enquire about or satisfy itself as to the functions or acts of any of the parties and shall be entitled to assume, in the absence of express notice in writing to the contrary, that each other party is properly performing and complying with its obligations under the documents to which it is party and shall have no liability to any person for any loss arising from any breach by that party or any such event.
19.10 Any Paying Agent and its of the Agents, their officers, directors and directors, employees or controlling persons may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Securities or Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Trustee, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Securities or Coupons or in connection with any other obligations of the Issuer Issuer, as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer 19.11 Notwithstanding anything else herein contained, each Agent may refrain without liability from doing anything that would or might in its reasonable opinion be contrary to any law of any state or jurisdiction (including but not limited to the European Union, the United States of America or any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation.
19.12 No Agent shall provide the Agent with a certified copy of the list of persons authorised be under any obligation to execute documents and take any action on its behalf in connection with under this Agreement and shall notify which it expects will result in any expense or liability accruing to it, the Agent immediately in writing if any payment of those persons ceases to be authorised or if any additional person becomes authorised togetherwhich within a reasonable time is not, in its opinion, assured to it and shall, in such circumstances, inform the case of an additional authorised person, with evidence satisfactory to the Agent Issuer that the person has been authorisedit will not be taking that action.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references 19.13 Notwithstanding anything in this Agreement to the amount contrary, the Agents shall not be responsible or liable for any delay or failure to perform under this Agreement or for any losses resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Programme Agents including without limitation: strikes, work stoppages, acts of war, terrorism, acts of God, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or malfunction of utilities, communications or any computer (software or hardware) services, the application of any law or regulation in effect now or in the future, or any event in the country in which the relevant duties under this Agreement are performed, (including, but not limited to, nationalisation, expropriation or other governmental actions, regulation of the banking or securities industry, sanctions imposed at national or international level or market conditions) which may affect, limit, prohibit or prevent the performance in full or in part of such duties until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or in part) and in no event shall the Agents be deemed obliged to be references to the increased amountsubstitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by such law, regulation or event.
18.10 Each party 19.14 In the event an Agent considers, in its sole discretion, an instruction is equivocal, unclear, conflicting or in order to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance comply with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the formssuch Agent may refrain, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; providedwithout liability, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided from acting on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orinstruction
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each 25.1 The Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof;
(b) as provided in subclause 25.2 below; and
(bc) that it shall not be liable to account to the Issuer for any interest on the moneythereon. Money held by it need The Principal Paying Agent holds all money as banker and not as a trustee and as a result monies shall not be segregated, except as required by lawheld in accordance with the Client Money Rules.
18.2 In 25.2 Without prejudice to the provisions of clauses 7 and 27, in acting under this Agreement hereunder and in connection with the Notes or Covered BondsNotes, each Paying Agent the Agents shall act solely as an agent agents of the Issuer (and, in the circumstances referred to in subclause 2.5, the Trustee) and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons Notes or TalonsCoupons.
18.3 Each 25.3 The Principal Paying Agent undertakes and the Agents hereby undertake to the Issuer to perform its such obligations and duties, and shall be obliged to perform the such duties and only the such duties, specifically stated in this Agreement (as are herein including Schedule 7 8 in the case of the Principal Paying Agent), in the Conditions and in the Procedures MemorandumMemorandum specifically set forth, and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Principal Paying Agent, other than Agent and the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancesAgents. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 8 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
18.4 The 25.4 No Agent shall exercise any lien, right of set-off or similar claim against any person to whom it makes any payment under subclause 8.1 or subclause 9.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof.
25.5 Each of the Agents may consult with reputable legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers.
18.5 25.6 Each Paying Agent of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer.
18.6 25.7 Any Paying Agent of the Agents and its their officers, directors and employees may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Notes or Coupons or Talons with the same rights (but without prejudice to any limitations which might apply in any other capacity) that they would have had if the Paying relevant Agent concerned were not appointed under this Agreementhereunder, and may engage or be interested in (subject as aforesaid) any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying relevant Agent were not appointed under this Agreementhereunder.
18.7 25.8 The Issuer shall provide the Principal Paying Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent that the such person has been so authorised.
18.8 25.9 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it thereof (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or notice of any previous loss or theft of itthereof).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 25.10 Each party to this Agreement hereto shall, within ten business days Business Days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations operations, or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 clause 25.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this clause 25.10, “Applicable Law” shall be deemed to include (i) any rule or practice of any Authority by which any Party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any Party that is customarily entered into by institutions of a similar nature.
25.11 Notwithstanding anything else herein contained, each Agent may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the European Union, United States of America or, in each case, any jurisdiction forming a part of it and England and Wales) or any directive or regulation of any agency of any such state or jurisdiction which would or might otherwise render it liable to any person or cause it to act in a manner which might prejudice its interests and may without liability do anything which is, in its opinion, is necessary to comply with any such law, directive or regulation.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a1) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 In acting under this Agreement hereunder and in connection with the Notes or Covered BondsRelevant Securities, each Paying the Calculation Agent shall act solely as an agent of the Issuer and will the Guarantor, and shall not assume thereby any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons Relevant Securities or Talonsthe receipts or coupons (if any) appertaining thereto (the “Receipts” and the “Coupons,” respectively).
18.3 Each Paying (2) In relation to each issue of Relevant Securities, the Calculation Agent hereby undertakes to the Issuer and the Guarantor to perform its such obligations and duties, and shall be obliged to perform the such duties and only the duties, specifically stated in this Agreement (including Schedule 7 such duties as are herein and in the case of the Agent), the Terms and Conditions and the Procedures Memorandumspecifically set forth, and no implied duties or obligations shall be read into this Agreement or the Terms and Conditions against the Calculation Agent. If the Terms and Conditions are amended on or after a date on which the Calculation Agent accepts any of those documents against any Paying appointment in a way which affects the duties expressed to be performed by the Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Calculation Agent shall not be obliged to perform the such duties set out in Schedule 7 becomes known to it, as so amended unless it will promptly provide such information has delivered to the AgentIssuer and the Guarantor its prior written consent to the relevant amendment.
18.4 (3) The Calculation Agent may consult with legal and other professional advisers advisers, and the written opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers.
18.5 Each Paying (4) The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or the Guarantor or notification by any reference bank or other entity from which information is obtained for purposes of making the calculations required hereunder.
18.6 Any Paying Agent (5) The Calculation Agent, and any of its officers, directors and employees employees, may become the owner of, and/or or acquire any interest in, any NotesSecurities, Covered Bonds, Receipts or Coupons or Talons (if any) with the same rights that they it or he would have had if the Paying Calculation Agent concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer Issuer, the Guarantor and any of their respective affiliates, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Securities or Coupons (if any) or in connection with any other obligations of the Issuer Issuer, the Guarantor or any of their respective affiliates as freely as if the Paying Calculation Agent were not appointed under this Agreementhereunder.
18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers exceptcustomers, and is not subject to the FCA Client Money Rules, except that:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money ; and
(c) any money held by it such Agent need not be segregated, segregated except as required by law.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any fiduciary obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 21.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Principal Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
18.4 The 21.4 Each Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party party. In addition, each Agent shall be entitled to take no action hereunder, without liability, if it receives any instructions which the relevant Agent considers, in its reasonable opinion, to be conflicting, unclear or on written equivocal, provided that the relevant Agent undertakes to use its best endeavours to clarify with the Issuer any instructions from the Issuerwhich it considers to be so conflicting, unclear or unequivocal.
18.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 21.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 21.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other 21.10 The Paying Agent will treat information relating to or provided by the Issuer as confidential, but (unless consent is prohibited by law) the Issuer consents to the processing, transfer and disclosure by the Paying Agent of any information relating to or provided by the Issuer to any Citi Organisation and any agents of the Paying Agent and third parties (including service providers) selected by any of them, wherever situated (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 FATCA) 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 should be treated accordingly. The Paying Agent and any Citi Organisation, agent or third party referred to above may also transfer and disclose any such information as is required or requested by, or to, any court, legal process, FATCA or Authority, including an auditor of any party and including any payor or payee as required by FATCA, and may use (and its performance will be subject to the rules of) any communications, clearing or payment systems, intermediary bank or other system. The Issuer (a) acknowledges that the transfers permitted by this clause may include transfers to jurisdictions which do not have strict data protection or data privacy laws; and (b) represents that it has provided to and secured from any person regarding whom it has provided information to the Paying Agent any notices, consents and waivers necessary to permit the processing, transfer and disclosure of that information as permitted by this clause and that it will provide such notices and secure such necessary consents and waivers in advance of providing similar information to the Paying Agent in the future.
21.11 Notwithstanding anything else herein contained, each Agent may refrain without liability from doing anything that would or might in its reasonable opinion be contrary to any law of any state or jurisdiction (including but not limited to the European Union, the United States of America or, in each case, any jurisdiction forming a part of it, its operations and England and Wales) or any Notes directive or Covered Bonds as that other party reasonably requests for the purposes regulation of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any agency of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such formstate or jurisdiction or which would or might otherwise render it liable to any person or cause it to act in a manner which might prejudice its interests and may without liability do anything which is, documentation in its reasonable opinion, necessary to comply with any such law, directive or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orregulation.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT.
18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement Agent not acting in good faith and in accordance with the opinion of the advisersfaith.
18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer given in accordance with this Agreement or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the IssuerIssuer as provided in sub-clause 18.7. No Paying Agent shall be under any obligation to act if such Paying Agent reasonably believes that in doing so it will incur expenses for which it will not be reimbursed under this Agreement; if the Paying Agent will not act on the basis of such reasonably held belief, such Paying Agent shall bear no liability therefor.
18.6 Any Paying Agent and its officers, directors and directors, employees or controlling persons may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately promptly in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party Subject to the Issuer’s written consent (such consent not to be unreasonably withheld), if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations under this Agreement shall, within ten business days of to a written request by another third party, supply to that other party the Issuer hereby acknowledges the potential for such forms, documentation delegation. The Agent shall be and other information relating to it, its operations remain liable for any act or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided omission committed by such party is (or becomes) inaccurate in any material respect; provideddelegate, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the same extent that: (i) any as it would have been liable hereunder had it performed such form, documentation act or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oromission itself.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 23.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer or the relevant Guarantor (as the case may be) for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer or the relevant Guarantor for any interest on the money. Money ; and
(c) that it shall not be required to segregate any money held by it need not be segregated, except as required by law.
18.2 23.2 In acting under this Agreement and in connection with the Notes or Covered Bonds, each Paying Agent shall act solely as an agent of the Issuer Issuer, the Guarantors (and, in the circumstances referred to in Clauses 2.7 and 2.8, the Bond Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Receipts, Coupons or Talons.
18.3 23.3 Each Paying Agent undertakes to the Issuer and the Guarantors and, in the circumstances referred to in Clauses 2.7 and 2.8, the Bond Trustee to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 6 in the case of the Principal Paying Agent), the Conditions ) and the Procedures MemorandumTerms and Conditions, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 6 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
18.4 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money ;
(c) money held by it need not be segregated, segregated except as required by law; and
(d) that amounts held by it shall not be held subject to the Client Money Rules.
18.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered BondsReceipts, Coupons or Talons.
18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered BondsReceipts, Coupons or Talons with the same rights that it or they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Receipt or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 If the Agent reasonably considers that it is, or may be, obliged to:
(a) withhold, or refuse to make, any payment in relation to any Note, or
(b) refuse to recognise, register or otherwise facilitate the sale, transfer or cancellation of any Note, or
(c) refrain from taking any other action or duty otherwise provided for in this Agreement, in each case on account of restrictions, obligations or duties imposed upon such party by any Sanctions Authority, then the Agent shall, where permissible by law, notify the Issuer as soon as reasonably practicable of its intention to take any such action (or to refrain from action), and the reasons therefor. If reasonably practicable in the circumstances, the Issuer may require the Agent to provide an opinion of independent legal counsel of recognised standing (at the cost and expense of the Issuer) confirming that the proposed course of action is necessary or advisable in order to ensure compliance with applicable Sanctions legislation.
18.11 Notwithstanding anything else contained herein, the Agent may, following discussions with the Issuer in accordance with subclause 18.10 above, refrain without liability from doing anything that could reasonably be expected to:
(a) result in any payments made under this Agreement being used to fund any trade, business or other activities involving or for the benefit of any Restricted Party; or
(b) result in the Agent being in breach of any Sanctions (if and to the extent applicable to it).
18.12 Notwithstanding the foregoing provisions of subclauses 18.10 and 18.11, the Agent shall not be relieved of responsibility from making payments in respect of, or recognising, registering or facilitation the transfer of, any other Note or Notes (including Notes of the same Series), or performing its other duties under this Agreement, where such payments, transfers or other duties or obligations may be made, undertaken or performed without breach of applicable Sanctions.
18.13 Each party to this Agreement agrees and confirms that the Agent is not entitled to the benefit of the foregoing provisions of subclauses 18.10 and 18.11 to the extent that those provisions would result in a violation of Council Regulation (EC) 2271/1996 (including as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) and/or any associated and applicable national law, instrument or regulation related thereto.
18.14 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations operations, or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 18.14 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oror (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this subclause 18.14, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party that is customarily entered into by institutions of a similar nature.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 23.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by lawthereon.
18.2 23.2 In acting under this Agreement hereunder and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer (or, in the circumstances described in clause 2.6 above, the Trustee) and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered BondsReceipts, Coupons or Talons.
18.3 23.3 Each Paying Agent hereby undertakes to the Issuer and, where the Issuer is PTIF, PT, PTC and the Trustee to perform its such obligations and duties, and shall be obliged to perform the such duties and only the such duties, specifically stated in this Agreement as are herein, (including Schedule 7 5 in the case of the Principal Paying Agent), in the Terms and Conditions and in the Procedures MemorandumMemorandum specifically set forth, and no implied duties or obligations shall be read into any of those documents such document or the Trust Deed against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 5 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
18.4 23.4 The Principal Paying Agent and the Registrar may consult with reputable legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers.
18.5 23.5 Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer, the Trustee or, where the Issuer is PTIF, PT or PTC or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer, the Trustee or, where the Issuer is PTIF, PT or PTC.
18.6 23.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered BondsReceipts, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer and/or, where the Issuer is PTIF, PT and/or PTC and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer and/or, where the Issuer is PTIF, PT and/or PTC as freely as if the Paying Agent were not appointed under this Agreementhereunder.
18.7 The 23.7 Each of the Issuer and, where the Issuer is PTIF, PT and PTC shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement Agreement, including, for the avoidance of doubt, the execution of any Notes on behalf of the Issuer, and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the such person has been so authorised.
18.8 23.8 Except as otherwise permitted provided in the Trust Deed and the Terms and Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and Issuer, the Trustee, each of the Paying Agents and, where the Issuer is PTIF, PT and PTC shall be entitled to treat the bearer of any Bearer Note, Covered Bond Receipt or Coupon and the registered holder of any Registered Note as the absolute owner thereof, or in the case of it Book Entry Notes, the person or entity registered in the securities accounts of the relevant Affiliate Member of Interbolsa (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or notice of any previous loss or theft of itthereof).
18.9 23.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any such increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the such increased amount.
18.10 Each party 23.10 The Issuer shall forthwith give notice to this Agreement shall, within ten business days the Principal Paying Agent of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any change of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orTrustee.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 18.1 23.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money ; and
(c) that money held by it need not be segregated, segregated except as required by law.
18.2 23.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations fiduciary duty or other obligation towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 23.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 8 in the case of the AgentPrincipal Paying Agent and the Registrar), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 8 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar.
18.4 23.4 The Principal Paying Agent may and the Registrar may, at the expense of the Issuer in accordance with subclause 18.1, consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 23.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any notice, certificate, information or document from any electronic or other source which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer and may assume that any person purporting to give any such document or instruction has been duly authorised to do so. Each Agent shall be entitled, without liability, to not take any action if conflicting, unclear or equivocal instructions are received by it.
18.6 23.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 23.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 23.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 23.9 None of the Agents shall be under any obligation to take any action under this Agreement (i) which may be illegal or contrary to applicable law or regulation or (ii) which it expects will result in any expense, loss, charge or liability accruing to it, the payment of which or adequate indemnity against which within a reasonable time is not, in its opinion, assured to it.
23.10 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.
23.11 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 23.12 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 23.12 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oror (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 23.12, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a similar nature. In this subclause 23.12 Applicable Law and Authority shall have the meanings set out in subclause 6.12 above.
23.13 No Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes, or Coupons or for any act or omission by it in connection with this Agreement or any Note, or Coupon except for its own gross negligence or wilful default, including that of its officers and employees.
23.14 No Agent is obliged to and shall have no responsibility to (i) monitor whether the Issuer or any other party is complying with its obligations hereunder or under the Conditions or (ii) take any steps to ascertain whether any relevant event under the Conditions has occurred or determine whether any Event of Default has occurred at any time.
23.15 No Agent shall be under any obligations to take any action under this Agreement that it expects will result in any expense to or liability of such Agent, the payment of which is not, in its opinion, assured to it. For the avoidance of doubt, no agent is obliged to expend or risk its own funds in the discharge of its obligations under this Agreement.
23.16 Each Agent shall be entitled to take any action or to refuse to take any action which such Agent regards as necessary for such Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.
23.17 None of the Agents shall have any liability for any stamp duty, tax or other governmental charge that may be imposed in relation to the execution and delivery of this Agreement.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying 21.1 Save as provided in clause 18.3, each Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose purposes of this Agreement in the same manner as other money paid to a banker bank by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer or the Guarantor for any interest on the or other amounts in respect of such money. Money No money held by it any Agent need not be segregated, segregated except as required by law.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners Noteholders.
21.3 No Agent shall exercise any right of set-off or lien against the Issuer, the Guarantor or any holders of Notes in respect of any moneys payable to or by it under the Notes, Covered Bonds, Coupons or Talonsterms of this Agreement.
18.3 Each Paying Agent undertakes 21.4 Except as otherwise required by law, each of the Agents shall be entitled to treat the Issuer to perform its duties, registered holder of any Note as the absolute owner for all purposes (whether or not any payment in respect of the relevant Note shall be overdue and notwithstanding any notice of ownership or writing on the Note or any notice of any previous loss or theft of the Note).
21.5 The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 10 in the case of the Agent), the Conditions Fiscal Agent and the Procedures Memorandum, Registrar) and the Notes and no implied duties or obligations (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into any of those documents this Agreement or the Notes against any Paying Agent, the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agentfaith.
18.4 The 21.6 Each Agent may consult with legal any expert or legal, financial and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the such advisers.
18.5 21.7 Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or the Guarantor or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or parties or on written instructions from the IssuerIssuer or the Guarantor.
18.6 21.8 Any Paying Agent and its Agent, their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons Notes with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Paying such Agent were not appointed under this Agreement.
18.7 The Issuer shall provide , without regard to the Agent with a certified copy interests of the list of persons authorised to execute documents Issuer or the Guarantor and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat retain and shall not in any way be liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
21.9 None of the bearer Agents shall be under any obligation to take any action under this Agreement (i) which may be illegal or contrary to applicable law or regulation, or the rules, operating procedures or market practice of any Noterelevant stock exchange or other market or clearing system or (ii) which it expects will result in any expense, Covered Bond loss, charge or Coupon as liability accruing to it, the absolute owner payment of it (whether which or not it adequate indemnity against which within a reasonable time is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of not, in its opinion, assured to it).
18.9 The amount 21.10 None of the Programme may be increased by Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer in accordance with of its obligations under the procedure set out in the Programme Agreement. Upon any increase being effectedNotes, all references in this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the amount of the Programme shall be deemed to be references to the increased amountNotes has occurred.
18.10 21.11 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations operations, or any the Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 21.11 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 21.11, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a similar nature. Applicable Law and Authority shall have the meanings set out in subclause 6.10 above.
21.12 Nothing in this Agreement shall require any Agent to assume an obligation of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the Financial Conduct Authority (FCA) or Prudential Regulation Authority (PRA)). 0012034-0005017 ICM:34416267.9 22
21.13 The Fiscal Agent is authorised by the PRA and regulated by the FCA and PRA. Nothing in this Agreement shall require the Fiscal Agent to carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Regulated Activities) Order 2001, or to lend money to the Issuer.
21.14 No Agent shall be responsible to anyone with respect to the legality of this Agreement or the validity or legality of the Notes.
21.15 In the case of any default by the Issuer or the Guarantor, no Agent shall have any duty or responsibility in the performance of the Issuer’s obligations under the Conditions.
21.16 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
21.17 If Definitive Notes are issued in accordance with the provisions of a Global Note, in connection with HSBC Group’s commitment to comply with all applicable sanctions regimes, each Agent and any affiliate or subsidiary of HSBC Holdings plc may take any action in its sole and absolute discretion that it considers appropriate to comply with any law, regulation, request of a public or regulatory authority, any agreement between any member of the HSBC Group and any government authority or any HSBC Group policy that relates to the prevention of fraud, money laundering, terrorism, tax evasion, evasion of economic or trade sanctions or other criminal activities (collectively, the Relevant Requirements). Such action may include, but is not limited to:
(a) screening, intercepting and investigating any transaction, instruction or communication, including the source of, or intended recipient of, funds;
(b) delaying or preventing the processing of instructions or transactions or each Agent’s performance of its obligations under this Agreement;
(c) the blocking of any payment; or
(d) requiring the Issuer to enter into a financial crime compliance representations letter from time to time in a form and substance acceptable to the HSBC Group. Where possible and permitted, the relevant Agent will endeavour to notify the Issuer of the existence of such circumstances. To the extent permissible by law, neither the Agents nor any member of the HSBC Group will be liable for loss (whether direct or consequential and including, without limitation, loss of profit or interest) or damage suffered by any party arising out of, or caused in whole or in part by, any actions that are taken by the relevant Agent or any other member of the HSBC Group to comply with any Relevant Requirement.
Appears in 1 contract
Sources: Agency Agreement (Autoliv Inc)
CONDITIONS OF APPOINTMENT. 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by ; and
(c) that it need shall not be segregated, required to segregate such money except as required by law. Money paid to the Paying Agents by the Issuer for the purposes of this Agreement shall not be held by that Paying Agent subject to the Financial Conduct Authority’s Client Money Rules.
18.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 Each Paying Agent undertakes to the Issuer to perform its dutiesduties in a commercially reasonable manner, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Principal Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
18.4 The Principal Paying Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement Principal Paying Agent not acting in good faith and in accordance with the opinion of the advisers.faith.
18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the an authorised officer of Issuer given in accordance with this Agreement or any document which it believes, (acting in on good faith, ) believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer.
18.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.Agreement.
18.7 The Issuer shall provide the Principal Paying Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount Notwithstanding anything else herein contained, each Agent may refrain without liability from doing anything that would or might in its reasonable opinion be contrary to any applicable law of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement state or jurisdiction (including but not limited to the amount European Union, the United States of the Programme shall be deemed America or any jurisdiction forming a part of it, and England & Wales) or any applicable directive or regulation of any Authority of any such state or jurisdiction and may without liability do anything which is, in its reasonable opinion, necessary to be references to the increased amountcomply with any such law, directive or regulation.
18.10 Each party Agent shall be entitled to this Agreement shallrefrain from acting, within ten business days of a written request by another partywithout liability, supply if conflicting, unclear or equivocal instructions have been received or in order to comply with any Applicable Law. In the event an Agent reasonably considers that other party such formsinstructions are unclear, documentation and other information relating to itequivocal or conflicting, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other Agent will advise the instructing party as soon as reasonably promptly in the event that it becomes aware that any practicable.
18.11 None of the forms, documentation Agents shall have any obligation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; relevant documents or
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 23.1 Each Paying Agent shall will be entitled to deal with money paid to it by the Issuer or the Guarantor (as the case may be) for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall will not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall will not be liable to account to the Issuer or the Guarantor for any interest on the money. Money ; and
(c) that it will not be required to segregate any money held by it need not be segregated, except as required by law.
18.2 23.2 In acting under this Agreement and in connection with the Notes or Covered Bonds, each Paying Agent shall will act solely as an agent of the Issuer Issuer, the Guarantor (and, in the circumstances referred to in Sections 2.6 and 2.7, the Bond Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons, or be responsible for or liable in respect of the authorization, validity or legality of this Agreement or any Covered Bond, Coupon or Talon issued or paid by it hereunder or any act or omission of any other person.
18.3 23.3 Each Paying Agent undertakes to the Issuer and the Guarantor and, in the circumstances referred to in Sections 2.6 and 2.7, the Bond Trustee to perform its duties, and shall will be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 5 in the case of the Issuing and Paying Agent), the Conditions ) and the Procedures MemorandumTerms and Conditions, and no implied duties or obligations shall will be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Issuing and Paying Agent) agrees that if any information that is required by the Issuing and Paying Agent to perform the duties set out in Schedule 7 5 becomes known to it, it will promptly provide such information to the Issuing and Paying Agent.
18.4 The 23.4 Each Agent may may, at the Issuer’s expense, consult with legal and other professional advisers and the opinion of the advisers shall will be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 23.5 Each Paying Agent shall will be protected and shall will incur no liability in respect of any action taken, omitted or suffered in reliance on (i) any instruction from the Issuer or the Bond Trustee (in the circumstances referred to in Sections 2.6 and 2.7) or the Guarantor, or (ii) any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party party, or (iii) on written instructions from the IssuerIssuer or the Guarantor.
18.6 23.6 Any Paying Agent Agent, its affiliated companies and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor or any owner or holder of Covered Bonds, Coupons or Talons and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Paying Agent were not appointed under this Agreement.
18.7 23.7 The Issuer shall and the Guarantor will provide the Agent Agents with a certified copy of the list of persons authorised Authorized Signatories to execute documents and take action on its behalf in connection with this Agreement and shall will notify the Agent Agents immediately in writing if any of those persons ceases to be authorised authorized or if any additional person becomes authorised authorized together, in the case of an additional authorised personauthorized signatory, with evidence satisfactory to the Agent Agents that the person has been authorisedauthorized.
18.8 23.8 Except as otherwise permitted in the Trust Deed and the Terms and Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, in the Issuer case of Bearer Covered Bonds, the Issuer, the Guarantor, the Bond Trustee and each of the Paying Agents shall will be entitled to treat the bearer of any Note, Bearer Covered Bond or Coupon and the registered holder of any Registered Covered Bond as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 23.9 The amount of the Programme Program may be increased by the Issuer in accordance with the procedure set out in the Programme Program Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall Program will be deemed to be references to the increased amount.
18.10 23.10 The Issuer hereby covenants with the Agents that it will provide the Agents with such information as may be available to the Issuer so as to assist the Agents to determine whether or not such Agent is obliged, in respect of any payments to be made pursuant to the Transaction Documents, to make any FATCA Withholding.
23.11 Each party Agent is entitled to this Agreement shalltreat a telephone, within ten business days facsimile or e-mail communication or communication by other similar electronic means in a form satisfactory to the Agent from a person purporting to be (and whom the Agent, acting reasonably, believes in good faith to be) the authorized representative of a written request by another partythe Issuer or the Guarantor, supply to that other party such forms, documentation as sufficient instructions and other information relating to it, its operations authority of the Issuer or any Notes or Covered Bonds as that other party reasonably requests the Guarantor for the purposes Agent to act and shall have no duty to verify or confirm that such person is so authorized. Each Agent shall have no liability for any losses, liabilities, costs or expenses incurred by it as a result of that other party's such reliance upon or compliance with Applicable Law such instructions or directions. Each Agent shall be entitled to request and shall notify receive upon request an incumbency certificate from the Issuer in respect of such authorized representative of the Issuer in a form reasonably acceptable to the Agent.
23.12 Each Agent shall be entitled to take any action or to refuse to take any action which such Agent regards as necessary for the Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.
23.13 Each Agent shall have no duty or responsibility in the case of any default by the Issuer or the Guarantor in the performance of their obligations under the relevant other party reasonably promptly in the event that it becomes aware that Terms and Conditions.
23.14 For greater certainty, nothing herein shall be construed to imply any relationship of partnership, joint venture or similar relationship between any Agent and any of the formsIssuer, documentation the Guarantor and the Bond Trustee.
23.15 No provision of this Agreement will require an Agent to expend or risk its own funds or otherwise incur any financial or other information provided by such party is (liability in the performance of any of its duties hereunder or becomes) inaccurate in the exercise of any material respect; provided, however, that no party shall be required to provide any forms, documentation of its rights or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orpowers.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 22.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker banker, and as such not in compliance with the FCA Client Money Rules, by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money ; and
(c) money held by it need not be segregated, segregated except as required by law.
18.2 22.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations fiduciary duty or other obligation towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 22.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 10 in the case of the Fiscal Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Fiscal Agent) agrees that if any information that is required by the Fiscal Agent to perform the duties set out in Schedule 7 10 becomes known to it, it will promptly provide such information to the Fiscal Agent.
18.4 22.4 The Fiscal Agent and the Registrar may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 22.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 22.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or any other transaction party and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Coupons or Coupons Talons or in connection with any other obligations of the Issuer or any other transaction party as freely as if the Paying Agent were not appointed under this Agreement.
18.7 22.7 The Issuer shall provide the Fiscal Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorisedAgreement.
18.8 22.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 22.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in 22.10 In the event that an Agent receives conflicting, unclear or equivocal instructions from the Issuer, it becomes aware that shall immediately clarify these instructions with the Issuer. The relevant Agent shall be entitled not to take any action until such instructions have been resolved or clarified by the Issuer to the Agent's satisfaction and the relevant Agent shall not be or become liable to the Issuer for any failure to comply with any such conflicting, unclear or equivocal instructions of the formsIssuer.
22.11 Notwithstanding anything else herein contained, documentation an Agent may refrain without liability from doing anything that would or other information provided by such party is might in its opinion, acting in good faith, be contrary to any law of any state or jurisdiction (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 including but not limited to the extent that: (iEuropean Union, United States of America or, in each case, any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such formstate or jurisdiction and may without liability do anything which is, documentation in its opinion, necessary to comply with any such law, directive or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orregulation.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the relevant Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) 21.1.1 that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) 21.1.2 that it shall not be liable to account to the relevant Issuer or the Guarantor for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the relevant Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 21.3 Each Paying Agent undertakes to the relevant Issuer and the Guarantor to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 11 in the case of the Principal Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 11 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
18.4 21.4 The Principal Paying Agent and the Registrar may consult at their own cost with legal and other professional advisers of recognised standing and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the relevant Issuer or the Guarantor or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuerrelevant Issuer or the Guarantor.
18.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the relevant Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the relevant Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer 21.7 Each of the Obligors shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.authorised.
18.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer relevant Issuer, the Guarantor and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 21.9 The amount of the Programme may be increased by ENEL on behalf of the Issuer Obligors in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 23.1 Each Paying Class A Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money , and no monies held by it a Class A Agent need not to be segregated, segregated except as required by law.
18.2 23.2 In acting under this Agreement and in connection with the Notes or Covered BondsClass A Notes, each Paying Class A Agent shall act solely as an agent of the Issuer (and, in the circumstances referred to in Clause 2.9 (Appointment of Class A Agents), the Class A Note Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Class A Notes, Covered BondsClass A Receipts, Class A Coupons or Class A Talons.
18.3 23.3 Each Paying Class A Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 4 (Additional Duties of the Class A Principal Paying Agent and the Class A Registrar) in the case of the Class A Principal Paying Agent), the Conditions Class A Note Trust Deed and the Procedures MemorandumClass A Conditions, and no implied duties or obligations shall be read into any of those documents against any Paying Class A Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Class A Agents (other than the Class A Principal Paying Agent) agrees that if any information that is required by the Class A Principal Paying Agent to perform the duties set out in Schedule 7 4 (Additional Duties of the Class A Principal Paying Agent and the Class A Registrar) becomes known to it, it will promptly provide such information to the Class A Principal Paying Agent.
18.4 23.4 The Class A Principal Paying Agent and the Class A Registrar may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 23.5 Each Paying Class A Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 23.6 Any Paying Class A Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Class A Notes, Covered BondsClass A Receipts, Class A Coupons or Class A Talons with the same rights that they it or he would have had if the Paying Class A Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Class A Notes or Class A Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Class A Agent were not appointed under this Agreement.
18.7 23.7 The Issuer shall provide the Class A Principal Paying Agent and the Class A Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Class A Principal Paying Agent immediately and the Class A Registrar promptly in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Class A Principal Paying Agent and the Class A Registrar that the person has been authorised.
18.8 23.8 Except as otherwise permitted in the Class A Note Trust Deed and the Class A Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Class A Note Trustee and each of the Paying Class A Agents shall be entitled to treat the bearer of any Class A Bearer Note, Covered Bond Class A Receipt or Class A Coupon and the registered holder of any Class A Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 23.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Class A Dealership Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party 23.10 The Issuer shall provide or procure the provision to the Class A Agents, as soon as reasonably practicable, upon their reasonable request from time to time, such identifying information and documentation as may be available to the Issuer and which is not already available to the Class A Agents, in order to enable the Class A Agents to comply with any "know your customer" or similar identification laws, rules and regulations which are introduced or changed (including a change in the interpretation, administration or application of any such laws, rules or regulations) after the date of this Agreement shallwhich are applicable to them, within ten business days of a written request by another partyas banking institutions, supply to that other party such forms, documentation and other information including those relating to itthe funding of terrorist activities and money laundering, its operations that the Class A Agents are required by such laws, rules and regulations to obtain, verify and record, relating to any shareholder, officer, director, employee or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any agent of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to Issuer which maintains a business relationship with the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orClass A Agents.
Appears in 1 contract
Sources: Class a Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 23.1 In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to financial institutions including, without limitation, those relating to the funding of terrorism and money laundering activities, the Agents are required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Agents. Accordingly, each of the parties to this Agreement agree that they will provide to the Agents, upon their reasonable request from time to time, such identifying information and documentation as may be available for such party in order to enable the Agents to satisfy the relevant requirements.
23.2 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers and, without limitation, no moneys shall need to be segregated, except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by ; and
(c) that it need shall not be segregated, except as required by lawsubject to the UK Financial Conduct Authority Client Money Rules.
18.2 23.3 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer (and, in the circumstances referred to in Clause 2.7, the Trustee) and will not be under any fiduciary duties or assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 23.4 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and the Procedures Memorandum, and no implied duties (including fiduciary duties) or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The 23.5 Each Agent may consult with and, at the cost of the Issuer, employ legal and other professional advisers (provided such costs are properly incurred and documented and an invoice is provided) and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers. Each Agent will, where reasonably practicable, notify the Issuer prior to engaging such legal or professional advisers.
18.5 23.6 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 23.7 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons Notes with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds or Coupons Notes or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 23.8 Each Agent shall be entitled to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transaction without regard to the interests of the Issuer and notwithstanding that the same may be contrary or prejudicial to the interests of the Issuer and shall not be responsible for any loss or damage occasioned to the Issuer thereby and shall be entitled to retain and shall not be in any way liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
23.9 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent immediately and the Registrar as soon as reasonably practicable in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 23.10 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Trustee and each of the Paying Agents shall be entitled to treat the bearer registered holder of any Note, Covered Bond or Coupon Note as the absolute owner of it for all purposes (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 23.11 The amount Agents shall have no obligation to act if they reasonably believe they will incur costs for which they will not be reimbursed.
23.12 No Agent shall be under any obligation to monitor or supervise, enquire about or satisfy itself as to the functions or acts of any party hereto and shall be entitled to assume, in the absence of express notice in writing to the contrary and free of any and all liability, that each other party hereto is properly performing and complying with its obligations under the documents hereto to which it is a party and that no specified event (including, without limitation, an Event of Default, Potential Event of Default or Change of Control) has occurred.
23.13 Notwithstanding anything else contained in this Agreement, each Agent may refrain from doing anything which would or might in its opinion be contrary to any law of any jurisdiction or any directive (including but not limited to, the United States of America or any jurisdiction forming a part of it, Saudi Arabia, Germany, and England and Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. Each Agent shall, as soon as reasonably practicable and, insofar as legally permissible, inform the Issuer if, pursuant to this Clause, it will refrain from doing anything hereunder.
23.14 Any Agent and any other person, whether or not acting for itself, may acquire, hold or dispose of any Note or other security (or any interest therein) of the Programme Issuer or any other person, may enter into or be increased interested in any contract or transaction with any such person, and may act on, or as depositary, trustee or agent for, any committee or body of holders of securities of any such person, in each case with the same rights as it would have had if that Agent were not an Agent and need not account for any profit.
23.15 Each Agent may, with the prior approval of the Issuer, delegate any of its responsibilities or duties under this Agreement to one or more agents and will not be liable for the negligence or misconduct or any act of omission of any agent selected by it with reasonable care.
23.16 No Agent shall be under any obligation to take any action under this Agreement which it reasonably expects will result in any expense or Liability accruing to it or where such action is on the basis of unclear or conflicting instructions from the Issuer (or the Trustee, in accordance with the procedure set out Clause 2.7) (and in the Programme Agreement. Upon case of any increase being effectedsuch unclear or conflicting instructions, all references in this Agreement to the amount of the Programme relevant Agent shall be deemed entitled to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days request clarification of a written request by another party, supply to that other party such forms, documentation instructions and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and canwill not be obtained liable for any Losses occasioned by any delay arising from such party using reasonable efforts; orunclear or conflicting instructions or from such clarification).
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying 21.1 Save as provided in clause 18.3, each Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose purposes of this Agreement in the same manner as other money paid to a banker bank by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer or the Guarantor for any interest on the or other amounts in respect of such money. Money No money held by it any Agent need not be segregated, segregated except as required by law.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners Noteholders.
21.3 No Agent shall exercise any right of set-off or lien against the Issuer, the Guarantor or any holders of Notes in respect of any moneys payable to or by it under the Notes, Covered Bonds, Coupons or Talonsterms of this Agreement.
18.3 Each Paying Agent undertakes 21.4 Except as otherwise required by law, each of the Agents shall be entitled to treat the Issuer to perform its duties, registered holder of any Note as the absolute owner for all purposes (whether or not any payment in respect of the relevant Note shall be overdue and notwithstanding any notice of ownership or writing on the Note or any notice of any previous loss or theft of the Note).
21.5 The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 10 in the case of the Agent), the Conditions Fiscal Agent and the Procedures Memorandum, Registrar) and the Notes and no implied duties or obligations (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into any of those documents this Agreement or the Notes against any Paying Agent, the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agentfaith.
18.4 The 21.6 Each Agent may consult with legal any expert or legal, financial and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the such advisers.
18.5 21.7 Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or the Guarantor or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or parties or on written instructions from the IssuerIssuer or the Guarantor.
18.6 21.8 Any Paying Agent and its Agent, their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons Notes with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Paying such Agent were not appointed under this Agreement.
18.7 The Issuer shall provide , without regard to the Agent with a certified copy interests of the list of persons authorised to execute documents Issuer or the Guarantor and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat retain and shall not in any way be liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
21.9 None of the bearer Agents shall be under any obligation to take any action under this Agreement (i) which may be illegal or contrary to applicable law or regulation, or the rules, operating procedures or market practice of any Noterelevant stock exchange or other market or clearing system or (ii) which it expects will result in any expense, Covered Bond loss, charge or Coupon as liability accruing to it, the absolute owner payment of it (whether which or not it adequate indemnity against which within a reasonable time is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of not, in its opinion, assured to it).
18.9 The amount 21.10 None of the Programme may be increased by Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer in accordance with of its obligations under the procedure set out in the Programme Agreement. Upon any increase being effectedNotes, all references in this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the amount of the Programme shall be deemed to be references to the increased amountNotes has occurred.
18.10 21.11 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations operations, or any the Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 21.11 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 21.11, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a similar nature. Applicable Law and Authority shall have the meanings set out in subclause 6.10 above.
21.12 Nothing in this Agreement shall require any Agent to assume an obligation of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the Financial Conduct Authority (FCA) or Prudential Regulation Authority (PRA)).
21.13 The Fiscal Agent is authorised by the PRA and regulated by the FCA and PRA. Nothing in this Agreement shall require the Fiscal Agent to carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Regulated Activities) Order 2001, or to lend money to the Issuer.
21.14 No Agent shall be responsible to anyone with respect to the legality of this Agreement or the validity or legality of the Notes.
21.15 In the case of any default by the Issuer or the Guarantor, no Agent shall have any duty or responsibility in the performance of the Issuer’s obligations under the Conditions.
21.16 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
21.17 If Definitive Notes are issued in accordance with the provisions of a Global Note, in connection with HSBC Group’s commitment to comply with all applicable sanctions regimes, each Agent and any affiliate or subsidiary of HSBC Holdings plc may take any action in its sole and absolute discretion that it considers appropriate to comply with any law, regulation, request of a public or regulatory authority, any agreement between any member of the HSBC Group and any government authority or any HSBC Group policy that relates to the prevention of fraud, money laundering, terrorism, tax evasion, evasion of economic or trade sanctions or other criminal activities (collectively, the Relevant Requirements). Such action may include, but is not limited to:
(a) screening, intercepting and investigating any transaction, instruction or communication, including the source of, or intended recipient of, funds;
(b) delaying or preventing the processing of instructions or transactions or each Agent’s performance of its obligations under this Agreement;
(c) the blocking of any payment; or
(d) requiring the Issuer to enter into a financial crime compliance representations letter from time to time in a form and substance acceptable to the HSBC Group. Where possible and permitted, the relevant Agent will endeavour to notify the Issuer of the existence of such circumstances. To the extent permissible by law, neither the Agents nor any member of the HSBC Group will be liable for loss (whether direct or consequential and including, without limitation, loss of profit or interest) or damage suffered by any party arising out of, or caused in whole or in part by, any actions that are taken by the relevant Agent or any other member of the HSBC Group to comply with any Relevant Requirement.
Appears in 1 contract
Sources: Agency Agreement (Autoliv Inc)
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money No monies held by it the Agents need not to be segregated, except as required by law.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer (or, in the circumstances referred to in subclause 2.7 above, the Trustee) and will shall not assume be under any obligations fiduciary duty or other obligation towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 21.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 4 in the case of the AgentPrincipal Paying Agent and the Registrar), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Schedule 7 4 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar.
18.4 21.4 The Principal Paying Agent and the Registrar may consult with legal and other professional advisers at the cost of the Issuer and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. In the event the Agent receives conflicting, unclear or equivocal instructions, such Agent shall be entitled to not take any action until such instructions have been resolved or clarified to its satisfaction and the Agent shall not be or become liable in any way to any person for any failure to comply with any such conflicting, unclear or equivocal instructions.
18.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that it or they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.Agreement.
18.7 21.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 21.8 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount 21.9 None of the Programme Agents shall be under any obligation to take any action under this Agreement (i) which may be increased by the Issuer illegal or contrary to applicable law or regulation or (ii) which it expects will result in accordance with the procedure set out in the Programme Agreement. Upon any increase being effectedexpense, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shallloss, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating charge or liability accruing to it, the payment of which or adequate indemnity against which within a reasonable time is not, in its operations opinion, assured to it.
21.10 Each Agent is entitled to take any action or to refuse to take any Notes action, and has no liability for any liability or Covered Bonds loss resulting from taking or refusing to take action, which such Agent regards as that necessary for it to comply with any applicable law, regulation or requirement (whether or not having the force of law) of any central bank or governmental or other party reasonably requests for regulatory authority affecting it, or the purposes rules, operating procedures or market practice of that any relevant stock exchange or other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any market or clearing system.
21.11 None of the forms, documentation Agents shall have any obligation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; relevant documents or
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 22.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers and, as a result, such money will not be held in accordance with the client money rules of the United Kingdom Financial Conduct Authority, except:
(a) 22.1.1 that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) 22.1.2 that it shall not be liable to account to the Issuer or the Guarantor for any interest on the money. Money ; and
22.1.3 no money held by it any Paying Agent need not be segregated, segregated except as may be required by law.
18.2 22.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered BondsReceipts, Coupons or Talons.
18.3 22.3 Each Paying Agent undertakes to the Issuer and the Guarantor to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each .
22.4 The Agents may, at the expense of the Paying Agents Issuer (other than failing which, the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to itGuarantor), it will promptly provide such information to the Agent.
18.4 The Agent may engage and consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 22.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or the Guarantor or any electronic communication (including, but not limited to facsimile and email), instruction, note, notice, resolution, direction, consent, certificate, opinion, affidavit, statement, request or order from the Issuer or the Guarantor or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer or the Guarantor. The Agents shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document and shall not be liable to any person for any action taken or omitted to be taken in reliance on such notice, communication or other document. The Agents are entitled to call for (and to rely upon) certificates from the Issuer or any of the Guarantors and any other person as to matters or facts within their knowledge.
18.6 22.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered BondsReceipts, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The 22.7 Each of the Issuer and the Guarantor shall provide the Agent Agents with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent Agents immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised personAuthorised Person, with evidence satisfactory to the Agent Agents that the person has been authorised.
18.8 22.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Guarantor and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note, Covered Bond Receipt or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 22.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party 22.10 None of the Agents shall be under any obligation to take any action under this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its operations opinion, assured to it.
22.11 The Agents shall be under no obligation to monitor or supervise the functions of any other person under the Notes or any Notes other agreement or Covered Bonds document relating to the transactions herein or therein contemplated or take any steps to ascertain whether an Event of Default or other relevant event has occurred at any time. The Agents shall have no liability to any person for any loss arising from any breach by any party or the occurrence of any relevant event.
22.12 Each Agent may, in connection with the services hereunder, assume that the terms of each Note and Coupon are correct.
22.13 The Agents shall not be liable to any person for any matter or thing done or omitted in any way in connection with this Agreement save in relation to its own negligence, wilful default or fraud, notwithstanding anything to the contrary in this Agreement.
22.14 None of the Agents or their respective directors, officers, employees, agents and related bodies corporate are responsible to the Issuer or the Guarantor, or will be liable in respect of, the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Note and Coupon.
22.15 No provision of this Agreement shall require the Agents to do anything which may be illegal or contrary to applicable laws or regulations and each Agent shall be entitled to take or refuse to take any action which that Agent regards as that other party reasonably requests necessary to comply with any applicable laws or regulations.
22.16 The Agents shall have no responsibility whatsoever to the Issuer, the Guarantor or to any Note holder for the purposes maintenance of or failure to maintain any rating of any of the Notes by any rating agency.
22.17 The Agents shall refer any question relating to the ownership of any Note or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement or transfer of any of the same for determination by the Issuer, failing whom the Guarantor, and rely upon any determination so made.
22.18 Each of the Issuer and the Guarantor agrees to provide such additional information as may be required by an Agent to fulfil its duties under this Agreement, the Conditions, the Notes, Coupons and/or the Receipts within five business days after request, provided that other party's compliance with Applicable Law and no such request of any Agent shall notify be required in respect of any information that the relevant other party reasonably promptly Issuer or (as the case may be) the Guarantor is obliged to or has agreed to provide to the Agents pursuant to or as contemplated in this Agreement and/or the Conditions. None of the Agents shall be liable in the event that it becomes aware is unable to perform its duties under this Agreement and/or in relation to the Notes, the Coupons or the Receipts as a result of not being provided by the Issuer or the Guarantors with information requested by it for such purpose.
22.19 In the event that any Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from the Issuer or the Guarantor, which, in its opinion, conflict with any of the formsprovisions of this Agreement or which are in its opinion unclear, documentation equivocal or other information provided by such party is (or becomes) inaccurate in any material respect; providedconflicting, however, that no party it shall be required entitled to provide refrain from taking any formsaction until the relevant parties giving such instructions, documentation claims or other information demands have provided clear, unequivocal instructions or resolved the conflict to the satisfaction of such Agent.
22.20 Each of the Issuer and the Guarantor covenants and represents that neither they nor any of their affiliates, subsidiaries, directors or officers are the target or subject of any Sanctions.
22.21 Each of the Issuer and the Guarantor covenants and represents that neither they nor any of their affiliates, subsidiaries, directors or officers will use any payments made pursuant to this subclause 18.10 to the extent that: Agreement, (i) to fund or facilitate any activities of or business with any person who, at the time of such formfunding or facilitation, documentation is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person and as if those Sanctions applied to the Issuer or the Guarantor.
22.22 Notwithstanding anything in this Agreement to the contrary, The Bank of New York Mellon, London Branch shall not be responsible or liable for any delay or failure to perform under this Agreement or for any losses resulting, in whole or in part, from or caused by any event beyond the reasonable control of The Bank of New York Mellon, London Branch or BNY Mellon Affiliate including without limitation: strikes, work stoppages, acts of war, epidemic, terrorism, acts of God, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or malfunction of utilities, communications or any computer (software or hardware) services, the application of any law or regulation in effect now or in the future, or any event in the country in which the relevant duties under this Agreement are performed, (including, but not limited to, nationalisation, expropriation or other information governmental actions, regulation of the banking or securities industry, sanctions imposed at national or international level or market conditions) which may affect, limit, prohibit or prevent the performance in full or in part of such duties until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or the information required in part) and in no event shall The Bank of New York Mellon, London Branch be obliged to be provided on such form substitute another currency for a currency whose transferability, convertibility or documentation) is not reasonably available to such party and cannot be obtained availability has been affected, limited, prohibited or prevented by such party using reasonable efforts; orlaw, regulation or event.
Appears in 1 contract
Sources: Not Specified in the Provided Text
CONDITIONS OF APPOINTMENT. 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it the Agent need not be segregated, segregated except as required by law.
18.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 Any Paying Agent and its officers, directors directors, affiliates and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.Agreement.
18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party No Paying Agent shall be required to provide liable for consequential loss (being loss of business, goodwill, opportunity or profit) of any forms, documentation or other information pursuant to this subclause 18.10 to kind whatsoever.
18.11 The Issuer shall promptly inform the extent that: (i) Agent of any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orissuance of VPS Notes.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantors for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer or the Guarantors for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and the Guarantors (and in the circumstances referred to in clause 2.4, the Trustee) and will not assume any obligations or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or TalonsTalons or any other third party.
18.3 Each Paying Agent undertakes to the Issuer and the Guarantors to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 3 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 3 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer Issuer, any Guarantor or the Trustee or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer, any Guarantor or the Trustee.
18.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that it or they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or any Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer or any Guarantor as freely as if the Paying Agent were not appointed under this AgreementAgreement without regard to the interests of the Issuer and shall be entitled to retain and shall not in any way be liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
18.7 The Issuer and each Guarantor shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.authorised.
18.8 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Guarantors, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party Any Paying Agent will only be liable to the Issuer and/or the Guarantors for Losses arising directly from the performance of its obligations under this Agreement shallsuffered by or occasioned to the Issuer and/or the Guarantors to the extent that such Paying Agent has been negligent, within ten business days fraudulent or in wilful default in respect of its obligations under this Agreement. Each Paying Agent shall not otherwise be liable for any Losses which may result from anything done or omitted to be done by it in connection with this Agreement. For the avoidance of doubt the failure of a written request Paying Agent to make a claim for payment of interest and principal on the Issuer, or to inform any other Paying Agent or any clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by another partythe stipulated date in a timely manner (save in the case of actual non-payment), supply shall not be deemed to that constitute negligence, fraud or wilful default on the part of such Paying Agent.
18.11 Losses arising under subclause 18.10 shall be limited to the amount of the Issuer’s and/or the relevant Guarantor’s actual loss (such loss shall be determined as at the date of default of the relevant Paying Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to such Paying Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Paying Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not such Paying Agent has been advised of the possibility of such loss or damages.
18.12 The liability of each Paying Agent under subclause 18.10 will not extend to any Losses arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Losses arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action.
18.13 Notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to take any action or to refuse to take any action which such formsPaying Agent regards as necessary for it to comply with any applicable law, documentation and regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other information relating market or clearing system.
18.14 None of the Paying Agents shall be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the formsopinion, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required assured to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orit.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by ; and
(c) that it need shall not be segregated, required to segregate such money except as required by law. Money paid to the Paying Agents by the Issuer for the purposes of this Agreement shall not be held by that Paying Agent subject to the Financial Conduct Authority’s Client Money Rules.
18.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 Each Paying Agent undertakes to the Issuer to perform its dutiesduties in a commercially reasonable manner, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Principal Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
18.4 The Principal Paying Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the such advisers.. Failure to
18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the an authorised officer of Issuer given in accordance with this Agreement or any document which it believes, (acting in on good faith, ) believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer.
18.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer shall provide the Principal Paying Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount Notwithstanding anything else herein contained, each Agent may refrain without liability from doing anything that would or might in its reasonable opinion be contrary to any applicable law of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement state or jurisdiction (including but not limited to the amount European Union, the United States of the Programme shall be deemed America or any jurisdiction forming a part of it, and England & Wales) or any applicable directive or regulation of any Authority of any such state or jurisdiction and may without liability do anything which is , in its reasonable opinion, necessary to be references to the increased amountcomply with any such law, directive or regulation.
18.10 Each party Agent shall be entitled to this Agreement shallrefrain from acting, within ten business days of a written request by another partywithout liability, supply if conflicting, unclear or equivocal instructions have been received or in order to comply with any Applicable Law. In the event an Agent reasonably considers that other party such formsinstructions are unclear, documentation and other information relating to itequivocal or conflicting, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other Agent will advise the instructing party as soon as reasonably promptly in the event that it becomes aware that any practicable.
18.11 None of the forms, documentation Agents shall have any obligation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: duty (i) to monitor or inquire as to the performanc e of the Issuer of its obligations under the Notes, this Agreement or any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; relevant doc uments or
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each 19.1 Save as provided in Clause 7 and in Clause 19.3, the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose purposes of this Agreement in the same manner as other money paid to a banker bank by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer for any interest on or other amounts in respect of the money. Money No money held by it any Paying Agent need not be segregated, segregated except as required by law. Amounts paid to the Principal Paying Agent pursuant to this Agreement shall not be held subject to the Financial Conduct Authority’s Client Money Rules.
18.2 In 19.2 Save as provided in Clause 7, in acting under this Agreement and in connection with the Notes or Covered Bonds, each and the Coupons the Paying Agent Agents shall act solely as an agent agents of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners Noteholders or Couponholders.
19.3 No Paying Agent shall exercise any right of set-off or lien against the Issuer or any holders of Notes or Coupons in respect of any moneys payable to or by it under the Notes, Covered Bonds, Coupons or Talonsterms of this Agreement.
18.3 19.4 Except as ordered by a court of competent jurisdiction or as otherwise required by Applicable Law, each of the Issuer and Paying Agents shall be entitled to treat the holder of any Note or Coupon as the absolute owner for all purposes (whether or not any payment in respect of the Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon) and shall not be required to obtain any proof thereof as to the identity of the bearer.
19.5 Each Paying Agent undertakes to the Issuer agrees to perform its duties, duties and shall be obliged to perform the such duties and only the duties, specifically stated such duties as are expressly set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Notes and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Paying AgentAgents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. .
19.6 Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The Agent may consult with legal any expert or legal, financial and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the such advisers.
18.5 19.7 Each of the Paying Agents shall in the absence of wilful default, negligence or bad faith on the part of such Paying Agent shall or its officers, employees or any of them be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer Issuer, the Trustee or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or the Trustee.
18.6 19.8 Any of the Paying Agent and its Agents, their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Notes or Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Trustee, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer or the Trustee, as freely as if the such Paying Agent were not appointed under this Agreement.
18.7 The Issuer shall provide the Agent with a certified copy 19.9 None of the list Paying Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of persons authorised to execute documents and take action on the Issuer of its behalf in connection with obligations under the Notes, this Agreement and shall notify or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person Notes has been authorisedoccurred.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each 19.10 None of the Paying Agents shall be entitled under any obligation to treat the bearer of take any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in action under this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating which it expects will result in any expense or liability accruing to it, its operations if it shall have reasonable grounds for believing that repayment or any Notes adequate indemnity against such expense or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) liability is not reasonably available assured to such party and cannot be obtained by such party using reasonable efforts; orit.
Appears in 1 contract
Sources: Paying Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; andthereof;
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money thereon; and
(c) that no monies held by it need not to be segregated, except as may be required by law.
18.2 21.2 In acting under this Agreement hereunder and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 21.3 Each Paying Agent hereby undertakes to the Issuer to perform its such obligations and duties, and shall be obliged to perform the such duties and only the such duties, specifically stated as are herein, in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and in the Procedures MemorandumMemorandum specifically set forth, and no implied duties or obligations shall be read into any of those documents such document against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 21.4 The Principal Paying Agent and the Registrars may consult with reputable legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer.
18.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreementhereunder.
18.7 21.7 The Issuer shall provide the Principal Paying Agent and the Registrars with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrars immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrars that the such person has been so authorised.
18.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it thereof (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or notice of any previous loss or theft of itthereof).
18.9 21.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any such increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the such increased amount.
18.10 Each party 21.10 If:
(a) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement; or
(b) any change in the status of the Issuer or of the composition of the shareholders of the Issuer after the date of this Agreement, obliges the Paying Agent or the Registrar to this Agreement shallcomply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, within ten business days the Issuer shall promptly upon the request of a written request by another party, the Paying Agent or the Registrar supply to that other party or procure the supply of such forms, documentation and other information relating to it, its operations evidence as is reasonably requested by the Paying Agent or any Notes or Covered Bonds as that other party reasonably requests the Registrar in order for the purposes of that other party's compliance with Applicable Law Paying Agent or Registrar to carry out and shall notify the relevant other party reasonably promptly in the event be satisfied that it becomes aware that any of the forms, documentation has complied with all necessary “know your customer” or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party similar checks under all applicable laws and cannot be obtained by such party using reasonable efforts; orregulations.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each 20.1 Save as provided in Clause 7 and in sub-clause 20.3 of this clause, the Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it and such moneys shall not exercise any right of set-off, lien or similar claim be held in respect accordance with the client money rules of the money; and
(b) that it Financial Conduct Authority and shall not be liable to account to the Issuer for any interest on or other amounts in respect of the money. Money No money held by it any Paying Agent need not be segregated, segregated except as required by law.
18.2 In 20.2 Save as provided in Clause 7, in acting under this Agreement and in connection with the Notes or Covered BondsSecurities and the Coupons, each Paying Agent the Agents shall act solely as an agent agents of the Issuer and will not assume any obligations towards or relationship of agency or trust or fiduciary duty for or with any of the owners or holders of the Notes, Covered Bonds, Coupons Securities or Talonsthe Coupons.
18.3 Each 20.3 No Paying Agent undertakes to shall exercise any right of set-off or lien against the Issuer or any holders of Securities or Coupons in respect of any moneys payable to perform its dutiesor by it under the terms of this Agreement.
20.4 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer with the approval of the Trustee, and each of the Agents shall be entitled to treat the holder of any Security or Coupon as
20.5 The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Securities and no implied duties or obligations shall be read into any of those documents this Agreement or the Securities against any Paying Agent, the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 20.6 The Principal Paying Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 20.7 Each Paying Agent of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction notices, instruction, information, report, request or order from the Issuer Issuer, the Trustee or any document which it believes, believes acting in good faith, faith to be genuine and to have been delivered by the proper party or on parties or upon written instructions from the IssuerIssuer or the Trustee. The Issuer shall provide additional information to the Agents upon request.
18.6 20.8 Any Paying Agent and its of the Agents, their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Securities or Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Trustee, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Securities or Coupons or in connection with any other obligations of the Issuer Issuer, as freely as if the Paying Agent were not appointed under this Agreement.
18.7 20.9 The Issuer Principal Paying Agent shall not be under any obligation risk or expend its own funds or to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it.
20.10 Each party shall provide as soon as reasonably practicable on request to any Agent such information as it shall reasonably require for the Agent with a certified copy purpose of the list discharge or exercise of persons authorised its duties herein.
20.11 No Agent shall be under any obligation to execute documents and take action on its behalf in connection with this Agreement and shall notify monitor or supervise, enquire about or satisfy itself as to the Agent immediately in writing if functions or act of any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer parties and each of the Paying Agents shall be entitled to treat assume, in the bearer absence of express notice in writing to the contrary, that each other party is properly performing and complying with its obligations under the documents to which it is party and that no event has occurred whereby the Securities have become due and payable. No Agent shall be liable for a breach by any other party to a Transaction Document, or the occurrence of any Notesuch event.
20.12 No Agent shall be obliged to do anything that would or might in its reasonable opinion be contrary to any law of any jurisdiction or any directive or regulation of any agency of any state or any internal policy relating to “know your customer” requirements or anti-money laundering or which would or might otherwise render it liable to any person or cause it to act in a manner which might prejudice its interests and may do anything which is, Covered Bond in its reasonable opinion, necessary to comply with any such law, directive or Coupon as regulation or internal policy.
20.13 Each Agent may employ and pay an agent or delegate selected by it to transact or conduct, or concur in transacting or conducting, any business or to do or concur in doing all acts required to be done by that Agent and, provided that the absolute owner Agent shall have exercised reasonable care in the selection of any such agent or delegate, the Agent shall not be in any way responsible for any liability incurred by reason of any misconduct or default on the part of any such agent or delegate or be bound to supervise the proceedings or acts of any such agent or delegate.
20.14 Whenever in the performance of its duties under this Agency Agreement or the Conditions, an Agent shall deem it (whether reasonably desirable that any matter be established by the Issuer or any other party prior to taking any action or refraining from any action of suffering any action under this Agency Agreement, the matter shall be deemed to be conclusively established by a certificate signed by two directors of the Issuer or the Trustee and delivered to the relevant Agent and the certificate shall be a full authorisation to such Agent for any action taken or not taken or suffered in good faith by it is overdue and notwithstanding under the provisions of this Agreement in reliance upon the certificate.
20.15 Notwithstanding anything to the contrary in the Trust Deed or the Agency Agreement, the Agents shall not be liable to any notice person for any matter or thing done or omitted in any way in connection with the Trust Deed or Agency Agreement save in relation to its own negligence, wilful misconduct or fraud or that of ownership its directors, officers or writing on employees or any of them, or the material breach by it or notice of any previous loss or theft the terms of itthis Agreement (other than a breach of the terms of this Agreement caused by events beyond the reasonable control of the Agents).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references 20.16 Notwithstanding anything in this Agreement to the amount contrary, the Agents shall not be responsible or liable for any delay or failure to perform under this Agreement or for any losses resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Programme shall be deemed to be references to Agents including without limitation: strikes, work stoppages, acts of war, terrorism, epidemic, acts of God, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or malfunction of utilities, communications or any computer (software or hardware) services, the increased amount.
18.10 Each party to application of any law or regulation in effect now or in the future, or any event in the country in which the relevant duties under this Agreement shallare performed, within ten business days of a written request by another party(including, supply to that but not limited to, nationalisation, expropriation or other party such formsgovernmental actions, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any regulation of the formsbanking or securities industry, documentation sanctions imposed at national or other information provided international level or market conditions) which may affect, limit, prohibit or prevent the performance in full or in part of such duties until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or in part) and in no event shall the Agents be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by such party is (law, regulation or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orevent.
Appears in 1 contract
Sources: Paying Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(aA) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(bB) that it shall not be liable to account to the Issuer for any interest on the money. Money Any funds held by it need the Principal Paying Agent are held as banker and are not be segregated, except as required by lawsubject to the FCA Client Money Rules.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer (and, for the purposes of Clause 2.4 above, the Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or TalonsTalons or any other third party.
18.3 21.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 5 in the case of the Principal Paying Agent), the Trust Deed, the Conditions and the Procedures Memorandum, and no implied duties or obligations (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 5 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
18.4 21.4 The Principal Paying Agent and the Registrar may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction instruction, request or order from the Issuer or (in the circumstances specified in Clause 2.4) the Trustee or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer or the Trustee. Each of the Agents is entitled to do nothing, without liability, if conflicting, unclear or equivocal instructions have been received, or in order to comply with any Applicable Law. For the avoidance of doubt, each of the Agents will, if permissible by Applicable Law, immediately notify the Issuer should they encounter such conflicting, unclear or equivocal instructions.
18.6 21.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that it or they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying relevant Agent were not appointed under this Agreement.
18.7 21.7 In relation to Clause 21.6 above, each Agent shall be entitled to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transaction without regard to the interests of the Issuer and notwithstanding that the same may be contrary or prejudicial to the interests of the Issuer and shall not be responsible for any loss or damage occasioned to the Issuer thereby and shall be entitled to retain and shall not be in any way liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
21.8 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 21.9 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it (or on the Certificate representing it) or notice of any previous loss or theft of itit (or the related Certificate)).
18.9 21.10 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to 21.11 Nothing in this Agreement shallshall require the Principal Paying Agent to assume an obligation of the Issuer arising under any provision of the listing, within ten business days prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the FCA).
21.12 The Principal Paying Agent is entitled to treat a written request by another partytelephone or e-mail communication from a person purporting to be (and whom the Principal Paying Agent believes in good faith to be) the authorised representative of the Issuer, supply as sufficient instructions and authority of the Issuer for the Principal Paying Agent to that other party such forms, documentation and other information relating act.
21.13 No Agent shall be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its operations opinion, assured to it.
21.14 Notwithstanding anything else herein contained, the Agents may, refrain from doing anything that would or might in their opinion be contrary to any law of any state or jurisdiction (including but not limited to Ireland, the European Union, the United States of America or, in each case, any jurisdiction forming part of it and England and Wales) or any Notes directive or Covered Bonds as that other party reasonably requests for the purposes regulation of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any agency of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such formstate or jurisdiction and may without liability do anything which is, documentation in their opinion, necessary to comply with any such law, directive or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orregulation.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 22.1 Each Paying Agent shall be entitled to deal with money paid to it by or on behalf of the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money ; and
(c) it shall not be obliged to segregate any monies held by it need not be segregated, except as may be required by under any applicable law.
18.2 22.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered BondsReceipts, Coupons or Talons.
18.3 22.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 22.4 The Principal Paying Agent and the Registrar may consult with legal and other professional advisers at the expense of the Issuer and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 22.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 22.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered BondsReceipts, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 22.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 22.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note, Covered Bond Receipt or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 22.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party 22.10 If:
(a) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement; or
(b) any change in the status of the Issuer of the composition of the shareholders of the Issuer after the date of this Agreement, obliges the Principal Paying Agent or the Registrar to this Agreement shallcomply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, within ten business days the Issuer shall promptly upon the request of a written request by another party, the Principal Paying Agent or the Registrar supply to that other party or procure the supply of such forms, documentation and other information relating evidence as is reasonably requested by the Principal Paying Agent or the Registrar in order for the Principal Paying Agent or Registrar to itcarry out and be satisfied that it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations.
22.11 Notwithstanding any other provision of Condition 4(k) (Benchmark Replacement), its operations if, following the determination of any Successor Rate, Alternative Reference Rate, Adjustment Spread (each as defined in the Conditions) or any Notes Benchmark Amendments, in the Principal Paying Agent's opinion there is any uncertainty between two or Covered Bonds more alternative courses of action in making any determination or calculation under Condition 4(k) (Benchmark Replacement), the Principal Paying Agent shall promptly notify the Issuer thereof and the Issuer (acting in good faith and a commercially reasonable manner) shall direct the Principal Paying Agent in writing as that other party reasonably requests to which alternative course of action to adopt. If the Principal Paying Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for the purposes of that other party's compliance with Applicable Law and any reason, it shall notify the relevant Issuer thereof and (other party reasonably promptly in than due to its own negligence, default or fraud) the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party Principal Paying Agent shall be required under no obligation to provide make such calculation or determination shall not incur any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is liability for not reasonably available to such party and cannot be obtained by such party using reasonable efforts; ordoing so.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 19.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered BondsReceipts, Coupons or Talons.
18.3 19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), ) and the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 19.4 The Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers. Failure to consult on any legal matter shall not be construed as evidence of the Agent acting in bad faith.
19.5 The Agent shall be under no obligation to act if it reasonably believes that in so doing it will incur expenses for which it will not be reimbursed thereunder and that in not acting on the basis of such a reasonable belief it shall bear no liability therefore.
18.5 19.6 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 19.7 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered BondsReceipts, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 19.8 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 19.9 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Receipt or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 19.10 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 19.11 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 19.11 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oror (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 19.11, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a similar nature. In this subclause 19.11 Applicable Law and Authority shall have the meanings set out in subclause 7.12 above.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 22.1 Each Paying Agent shall be entitled to deal with money paid to it by the relevant Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the relevant Issuer or the Guarantor for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 22.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the relevant Issuer and the Guarantor (and, in the circumstances referred to in subclause 2.5, the Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 22.3 Each Paying Agent undertakes to the Issuer Issuers and the Guarantor to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 4 in the case of the Principal Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 4 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
18.4 The 22.4 Each Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 22.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer Issuers or the Guarantor or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions Written Instructions from the IssuerIssuers or the Guarantor.
18.6 22.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that it or they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Issuers or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer Issuers or the Guarantor as freely as if the Paying such Agent were not appointed under this Agreement.
18.7 The Issuer 22.7 Each of the Issuers and the Guarantor shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 22.8 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuers, the Guarantor, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 22.9 The amount of the Programme may be increased by the Issuer Issuers and Guarantor in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 (1) Each Paying Agent shall be entitled to deal with money paid to it by the Issuer CNH Industrial or CIFE for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer CNH Industrial or CIFE for any interest on the money. Money held by it need not No Agent shall be segregated, except as required to segregate any such money unless required by lawapplicable law and no such money shall be held subject to the Financial Conduct Authority’s Client Money Rules.
18.2 (2) In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely for the purposes of this Agreement as an agent of the Issuer CNH Industrial and CIFE and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 (3) Each Paying Agent undertakes to the Issuer CNH Industrial and CIFE to perform its duties, and shall be obliged to perform the duties and only the dutiesduties (including, in the case of any Notes issued as NGN, Schedule 9 in the case of the Principal Paying Agent), specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and in the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent and the CMU Lodging and Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 7 9 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
18.4 (4) The Principal Paying Agent and the CMU Lodging and Paying Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 (5) Each Paying Agent shall shall, in the absence of wilful default, negligence or bad faith on the part of such Agent or its officers, employees or any of them be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer CNH Industrial or CIFE or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerCNH Industrial or CIFE.
18.6 (6) Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer CNH Industrial or CIFE and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer CNH Industrial or CIFE as freely as if the Paying Agent were not appointed under this Agreement.
18.7 The Issuer (7) CNH Industrial and CIFE shall provide the Principal Paying Agent and the CMU Lodging and Paying Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the CMU Lodging and Paying Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the CMU Lodging and Paying Agent that the person has been authorised.
18.8 (8) Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 (9) The amount of the Programme may be increased by the Issuer Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to (10) Notwithstanding any other term or provision of this Agreement shallto the contrary, within ten business days none of CNH Industrial or CIFE nor the Agents shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever, including but not limited to loss of profits, business, goodwill or opportunity, whether or not foreseeable, even if CNH Industrial or CIFE or the Agent has been advised of the likelihood of such loss or damage, except that the limitation in respect of punitive damages shall not apply to the extent a final non-appealable judgment of a court of competent jurisdiction has decided that such punitive damages are as a sole result of CNH Industrial or CIFE's or the Agent's fraud or wilful misconduct. The provisions of this clause shall survive the termination or expiry of this Agreement or the resignation or removal of any Agents.
(11) The Agents will treat information relating to CNH Industrial and CIFE as confidential. Unless consent is prohibited by law, each of CNH Industrial and CIFE consents to the transfer and disclosure by the Agents only of any necessary information relating to CNH Industrial or CIFE to and between branches, subsidiaries, representative offices, affiliates and agents of the Agents and third parties selected by any of them, wherever situated, for confidential use, provided such transfer and disclosure is required in connection with each Agent’s appointment as an Agent and the provision of any service under this Agreement and such Agents take necessary measures to ensure that each of such branches, subsidiaries, representative offices, affiliates, agents and third parties complies with the confidentiality obligations set forth herein. The Agents and any of their respective branches, subsidiaries, representative offices, affiliates, agents or third parties may transfer and disclose any such information as required by any law, court, regulator or legal process with, to the extent permitted by applicable law and regulation and to the extent reasonably practicable, prior written request by another party, supply notice to that other party such forms, the relevant Issuer and (in the case of Guaranteed Notes) the Guarantor.
(12) The Issuers undertake that:
(a) they will provide to the Agents all documentation and other information (in each case, relating solely to it, its operations the Issuers or the Guarantor) reasonably required by the Agents from time to time to comply with ▇▇▇▇▇ as soon as reasonably practicable following request by the Agents; and
(b) they will notify the Agents in writing as soon as reasonably practicable upon becoming aware of any Notes or Covered Bonds as change that other party reasonably requests affects an Issuer’s tax status for the purposes of that other party's compliance with Applicable Law and shall notify FATCA where such change would have a material effect on the relevant other party reasonably promptly in Agents’ performance of their duties under this Agreement.
(13) Any payment by the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party Agents under this Agreement shall be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If an Agent is required to provide any forms, documentation make a deduction or other information pursuant withholding referred to this subclause 18.10 to the extent thatabove: (i) it shall not be liable for any such form, documentation or other information (or the information required additional amounts to be provided on such form paid in respect of that deduction or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orwithholding;
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 19.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 19.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 6 in the case of the Fiscal Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Fiscal Agent) agrees that if any information that is required by the Fiscal Agent to perform the duties set out in Schedule 7 6 becomes known to it, it will promptly provide such information to the Fiscal Agent.
18.4 19.4 The Fiscal Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 19.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 19.6 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 19.7 The Issuer shall provide the Fiscal Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Fiscal Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Fiscal Agent that the person has been authorised.
18.8 19.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount 19.9 None of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon Agents shall have any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations obligation or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; relevant documents or
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker banker, and as such not in compliance with the FCA Client Money Rules, by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money ; and
(c) money held by it need not be segregated, segregated except as required by law.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any obligations fiduciary duty or other obligation towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 21.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 21.4 The Fiscal Agent and the Registrar may consult with legal any legal, financial and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on any instruction instruction, request or order from the Issuer or any document which it believes, acting in good faith, to be genuine and to have been delivered delivered, signed or sent by the proper party or on written instructions from the Issuer.
18.6 21.6 Any Paying Agent and its officers, directors and employees directors, employees, agents, delegates or controlling persons may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or any other transaction party and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Coupons or Coupons Talons or in connection with any other obligations of the Issuer or any other transaction party as freely as if the Paying Agent were not appointed under this Agreement.
18.7 21.7 None of the Agents shall be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it.
21.8 The Issuer shall provide the Fiscal Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorisedAgreement.
18.8 21.9 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 21.10 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 21.11 In the event that an Agent receives conflicting, unclear or equivocal instructions from the Issuer, it shall as soon as practicable clarify these instructions with the Issuer. The relevant Agent shall be entitled not to take any action until such instructions have been resolved or clarified by the Issuer to the Agent’s satisfaction and the relevant Agent shall not be or become liable to the Issuer for any failure to comply with any such conflicting, unclear or equivocal instructions of the Issuer.
21.12 Notwithstanding anything else herein contained, an Agent may refrain without liability from doing anything that would or might in its opinion, acting in good faith, be contrary to any law of any state or jurisdiction (including but not limited to the European Union, the United States of America, or in each case, any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.
21.13 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 21.13 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oror (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying Subject as provided in subclause 18.3 of this clause the Fiscal Agent shall be he entitled to deal with money paid to it by the Issuer for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer for any interest on or other amounts in respect of the money. Money No money held by it any Paying Agent need not be segregated, segregated except as required by law.
18.2 In acting under this Agreement and in connection with the Notes or Covered Bonds, each and the Coupons the Paying Agent Agents shall act solely as an agent agents of the Issuer and will not assume any obligations obligation towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons Notes or Talonsthe Coupons.
18.3 Each No Paying Agent undertakes shall exercise any right of set-off or lien against the Issuer or any holders of Notes or Coupons in respect of any moneys payable to or by it under the terms of this Agreement.
18.4 Except as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer, each of the Paying Agents shall be entitled to treat the holder of any Note or Coupon as the absolute owner thereof (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing thereon, any notice of previous loss or theft thereof, or any notice of any trust or other interest therein) for the purpose of making payment and for all other purposes and shall not be required to obtain any proof thereof or as to the Issuer to perform its duties, and identity of such holder.
18.5 The Paying Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Notes and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the AgentAgents.
18.4 18.6 The Fiscal Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers. The Issuer agrees to reimburse the Fiscal Agent for all reasonable expenses incurred in consultation with such legal or other professional advisers.
18.5 18.7 Each of the Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in good faith in reliance on upon any instruction instruction, request or order from the Issuer or any other Paying Agent, or any Note or Coupon, or any notice, resolution, direction, consent, certificate, affidavit, statement, facsimile, telex or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer.
18.6 18.8 Any of the Paying Agent and its Agents, their officers, directors and directors, employees or controlling persons, may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Notes or Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Issuer, and may act on, or as depositarydepository, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer Issuer, as freely as if the Paying Agent concerned were not appointed under this Agreement.
18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if without accounting for any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it)profit.
18.9 The amount of the Programme may Fiscal Agent shall not be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon under any increase being effected, all references in obligation to take any action under this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the formsopinion, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required assured to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orit.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 18.1 21.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers and will not be subject to the client money rules set out by the FCA as set out in the FCA's Handbook of Rules and Guidance except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and;
(b) that it shall not be liable to account to the Issuer or the Guarantor for any interest on the money. Money held by it need not be segregated, ; and
(c) except as required by law, no Paying Agent shall be required to segregate any money paid to it under the terms of this Agreement from any other money held by it.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons, nor shall any Agent have any concern with the interests of such holders.
18.3 21.3 Each Paying Agent undertakes to the Issuer and the Guarantor to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 21.4 The Issuing and Principal Paying Agent and the Registrar may consult with legal and other professional advisers (at the expense of the Issuer and/or the Guarantor) and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 21.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or the Guarantor or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer or the Guarantor.
18.6 21.6 Any Paying Agent and its officers, directors directors, employees and employees affiliates may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Paying Agent were not appointed under this Agreement.Agreement.
18.7 21.7 The Issuer and the Guarantor shall provide the Issuing and Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Issuing and Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Issuing and Principal Paying Agent and the Registrar that the person has been authorised.
18.8 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Guarantor and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 21.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 21.10 Notwithstanding anything to the contrary in this Agreement, following receipt of advice from legal counsel which shall promptly be made available to the Issuer and the Guarantor in an appropriate format in order to enable an informed discussion to take place between the relevant Agent, the Issuer, the Guarantor, each of the Issuing and Principal Paying Agent, Registrar and Transfer Agent may refrain, without liability, from doing anything that is or would be, in its reasonable opinion: (i) be contrary to any applicable law of any state or jurisdiction (including, but not limited to, the United States of America, or any jurisdiction forming a part of it, and England and Wales); (ii) be contrary to any applicable directive or regulation of any agency of any such state or jurisdiction or which would in its reasonable opinion render it liable to any person and may, without liability, do anything which is necessary to comply with any such applicable law, directive or regulation.
21.11 The Agent shall not be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
21.12 Each party to this Agreement hereto shall, within ten business days of a written request by another partyparty hereto, supply to that other party such forms, documentation and other information relating to it, its operations operations, or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 Clause 21.12 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; oror (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this clause 21.12, "Applicable Law" shall be deemed to include (i) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party that is customarily entered into by institutions of a similar nature.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying 21.1 Save as provided in subclause 18.3, each Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose purposes of this Agreement in the same manner as other money paid to a banker bank by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be subject to the Client Money Rules or liable to account to the Issuer or the Guarantor for any interest on the or other amounts in respect of such money. Money No money held by it any Agent need not be segregated, segregated except as required by law.
18.2 21.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners Noteholders.
21.3 No Agent shall exercise any right of set-off or lien against the Issuer, the Guarantor or any holders of Notes in respect of any moneys payable to or by it under the Notesterms of this Agreement. DOCPROPERTY "cpCombinedRef" 0012034-0005260 UKO2: 2004076912.9
21.4 Except as otherwise required by law, Covered Bonds, Coupons each of the Agents shall be entitled to treat the registered holder of any Note as the absolute owner for all purposes (whether or Talonsnot any payment in respect of the relevant Note shall be overdue and notwithstanding any notice of ownership or writing on the Note or any notice of any previous loss or theft of the Note).
18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and 21.5 The Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 10 in the case of the Agent), the Conditions Fiscal Agent and the Procedures Memorandum, Registrar) and the Notes and no implied duties or obligations (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into any of those documents this Agreement or the Notes against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the AgentAgents.
18.4 The 21.6 Each Agent may consult with legal any expert or legal, financial and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the such advisers.
18.5 21.7 Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or the Guarantor or any document which it believes, believes (acting in good faith, ) to be genuine and to have been delivered delivered, signed or sent by the proper party or parties or on written instructions from the IssuerIssuer or the Guarantor.
18.6 21.8 Any Paying Agent and its Agent, their officers, directors and or employees may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons Notes with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Paying such Agent were not appointed under this Agreement.
18.7 The Issuer shall provide , without regard to the Agent with a certified copy interests of the list of persons authorised to execute documents Issuer or the Guarantor and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat retain and shall not in any way be liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
21.9 None of the bearer Agents shall be under any obligation to take any action under this Agreement (i) which may be illegal or contrary to applicable law or regulation, or the rules, operating procedures or market practice of any Noterelevant stock exchange or other market or clearing system or (ii) which it expects will result in any expense, Covered Bond loss, charge or Coupon as liability accruing to it, the absolute owner payment of it (whether which or not it adequate indemnity against which within a reasonable time is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of not, in its opinion, assured to it).
18.9 The amount 21.10 None of the Programme may be increased by Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer in accordance with of its obligations under the procedure set out in the Programme Agreement. Upon any increase being effectedNotes, all references in this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the amount of the Programme shall be deemed to be references to the increased amountNotes has occurred.
18.10 21.11 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations operations, or any the Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 21.11 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using DOCPROPERTY "cpCombinedRef" 0012034-0005260 UKO2: 2004076912.9 reasonable efforts; oror (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 21.11, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a similar nature. Applicable Law and Authority shall have the meanings set out in subclause 6.10 above.
21.12 Nothing in this Agreement shall require any Agent to assume an obligation of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the Financial Conduct Authority (FCA) or Prudential Regulation Authority (PRA)).
21.13 The Fiscal Agent is authorised by the PRA and regulated by the FCA and PRA. Nothing in this Agreement shall require the Fiscal Agent to carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Regulated Activities) Order 2001, or to lend money to the Issuer.
21.14 No Agent shall be responsible to anyone with respect to the legality of this Agreement or the validity or legality of the Notes.
21.15 In the case of any default by the Issuer or the Guarantor, no Agent shall have any duty or responsibility in the performance of the Issuer’s obligations under the Conditions.
21.16 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
21.17 The Agents shall be entitled to refrain from acting, without liability, if conflicting, unclear or equivocal instructions have been received.
21.18 Notwithstanding anything else herein contained, any Agent may refrain, without liability, from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to Ireland, the European Union, the United States of America or any jurisdiction forming a part of it and England and Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.
Appears in 1 contract
Sources: Agency Agreement (Autoliv Inc)
CONDITIONS OF APPOINTMENT. 18.1 Each Paying 22.1 Subject as provided in subclause 22.3, the Fiscal Agent shall be entitled to deal with money paid to it by the Issuer for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer for any interest on or other amounts in respect of the money. Money No money held by it any Agent need not be segregated, segregated except as required by law.
18.2 In 22.2 Subject as provided in subclause 22.1, in acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent the Agents shall act solely as an agent agents of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 Each Paying 22.3 No Agent undertakes to shall exercise any right of set-off or lien against the Issuer or any holders of Notes in respect of any moneys payable to perform its dutiesor by it under the terms of this Agreement.
22.4 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer, each of the Agents shall be entitled to treat the registered holder of any Note as the absolute owner for all purposes (whether or not the Note shall be overdue and notwithstanding any notice of ownership or other writing on the Note or any notice of previous loss or theft of the Note).
22.5 Each of the Agents shall be obliged to perform the such duties and only the duties, specifically stated such duties as are set out in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, Notes and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the AgentAgents.
18.4 22.6 The Fiscal Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 22.7 Each Paying Agent of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer Issuer, or any notice, resolution, direction, consent, certificate, affidavit, statement, facsimile or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer.
18.6 22.8 Any Paying Agent of the Agents and its their affiliates, their officers, directors and directors, employees or controlling persons may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons Notes with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer Issuer, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer Issuer, as freely as if the Paying Agent were not appointed under this Agreement.
18.7 22.9 The Issuer Agents shall provide the Agent with a certified copy of the list of persons authorised not be under any obligation to execute documents and take any action on its behalf in connection with under this Agreement and shall notify the Agent immediately in writing if which any of those persons ceases to be authorised them expects may result in any cost, expense or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating liability accruing to it, the payment of which within a reasonable time is not, in its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the formsopinion, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required assured to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orit.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 18.1 23.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 23.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer and will not assume any fiduciary duty or other obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 23.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 8 in the case of the Principal Paying Agent), the applicable Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 8 becomes known to it, it will promptly provide such information to the Agent.
18.4 23.4 The Principal Paying Agent and the Registrar may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 23.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 23.6 Any Paying Agent Agent, and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 23.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 23.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 23.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall23.10 The Agents hold all money as banker and not as trustee and as a result such money will not be held in accordance with the Client Money Rules and, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it any Agent becomes aware that any of insolvent, the forms, documentation or other information provided by such party is (or becomes) inaccurate client money distribution rules will not apply and so the Issuer will not be entitled to share in any material respect; provideddistribution under the client money distribution rules. In particular, howeverthe Agents shall not segregate their money from the Issuers’ and they shall not be liable to account to the Issuer for any profits made by the Agents’ use as banker of such funds. A copy of all communications relating to the subject matter of this Agreement between the Issuer, that no party any Agent (other than the Principal Paying Agent) and the Registrar shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 sent to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orPrincipal Paying Agent.
Appears in 1 contract
Sources: Agency Agreement
CONDITIONS OF APPOINTMENT. 18.1 Each Paying 23.1 Subject as provided in subclause 23.3, the Fiscal Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor (as applicable) for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
(b) that it and shall not be liable to account to the Issuer or the Guarantor (as applicable) for any interest on or other amounts in respect of the money. Money No money held by it any Agent need not be segregated, segregated except as required by law.
18.2 In 23.2 Subject as provided in subclause 23.3, in acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent the Agents shall act solely as an agent agents of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or registered holders of the Notes, Covered Bonds, Coupons or Talons.
18.3 23.3 No Agent shall exercise any right of set-off or lien against the Issuer, the Guarantor or any registered holders of Notes in respect of any moneys payable to or by it under the terms of this Agreement.
23.4 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer, each of the Agents shall be entitled to treat the registered holder of any Note as the absolute owner for all purposes (whether or not the Note shall be overdue and notwithstanding any notice of ownership or other writing on the Note or any notice of previous loss or theft of the Note).
23.5 Each Paying Agent undertakes to of the Issuer to perform its duties, and Agents shall be obliged to perform the such duties and only the duties, such duties as are specifically stated set out in this Agreement (including Schedule 7 6 in the case of the London Paying Agent), the Conditions ) and the Procedures Memorandum, Notes and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the AgentAgents.
18.4 23.6 The Fiscal Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 23.7 Each Paying Agent of the Agents shall be protected protected, may rely, and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon, and in accordance with, any instruction instruction, request or order from the Issuer or the Guarantor, or any notice, resolution, direction, consent, certificate, affidavit, statement, facsimile or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or the Guarantor.
18.6 23.8 Any Paying Agent of the Agents and its their affiliates, their officers, directors and directors, employees or controlling persons may become the owner of, and/or or acquire any interest in, any Notes, Covered Bonds, Coupons or Talons Notes with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor, and may act on, or as depositary, trustee or agent for, any committee or body of registered holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor, as freely as if the Paying Agent were not appointed under this Agreement.
18.7 23.9 The Issuer Agents shall not be under any obligation to take any action under this Agreement which any of them expects may result in any cost, expense or liability accruing to it. No provision of this Agreement shall require the Agents to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder.
23.10 In no event shall the Agents be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by forces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, epidemics, pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Agents shall use reasonable best efforts to resume performance as soon as practicable under the circumstances.
23.11 In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time ("Applicable Law") a foreign financial institution, issuer, trustee, paying agent, holder or other institution which has agreed to be subject to or related to this Agreement agrees to provide to each Agent upon its reasonable request such reasonably available information about holders or other applicable parties and/or transactions (including any modification to the terms of such transactions) so that such Agent (as the case may be) can determine whether it has tax related obligations under Applicable Law.
23.12 The permissive rights of the Agents enumerated herein shall not be construed as duties of the Agents.
23.13 The Agents shall not be charged with knowledge of any default or event of default unless a trust officer of the Fiscal Agent with a certified copy direct responsibility for the administration of the list this Agreement has received written notice of persons authorised to execute documents any such event and take action on its behalf in connection with such notice references this Agreement and the Notes.
23.14 No Agent shall notify the Agent immediately in writing if be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of those persons ceases to be authorised or if any additional person becomes authorised together, performance of its duties hereunder in the case absence of an additional authorised persongross negligence or willful misconduct on its part. In no event shall any Agent be liable for the acts or omissions of its nominees, with evidence satisfactory to correspondents, designees, subagents or subcustodians in the Agent that the person has been authorisedabsence of gross negligence or willful misconduct in their selection.
18.8 Except as otherwise permitted 23.15 The recitals contained herein and in the Conditions Notes (except in the certificate of authentication of a duly authorized officer or a duly appointed signatory of the Fiscal Agent) shall be taken as ordered by a court the statements of competent jurisdiction or as required by law or applicable regulations, the Issuer and each the Agents assume no responsibility for the correctness of the Paying same. None of the Agents makes any representation as to the validity, adequact or sufficiency of this Agreement or the Notes. None of the Agents or any other paying agent shall be entitled to treat accountable for the bearer of any Note, Covered Bond use or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased application by the Issuer of the proceeds of any Notes authenticated and delivered by or on behalf of the Fiscal Agent in accordance conformity with the procedure set out in the Programme provisions of this Agreement. Upon No Agent shall be responsible to make any increase being effectedcalculation with respect to any matter under this Agreement. No Agent shall have any duty to monitor or investigate the Issuer’s or the Guarantor compliance with or the breach of, all references or cause to be performed or observed, any representation, warranty, or covenant, or agreement of any person made in this Agreement to the amount Agreement.
23.16 No Agent shall not be liable for any error of the Programme judgment made in good faith by such Agent, unless it shall be deemed to be references to proved that such Agent was negligent in ascertaining the increased amountpertinent facts.
18.10 23.17 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that Agent may execute any of the forms, documentation trusts or other information provided powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and such party is (or becomes) inaccurate in any material respect; provided, however, that no party Agent shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by such party using reasonable efforts; orit hereunder.
Appears in 1 contract
Sources: Fiscal Agency Agreement (Simon Property Group L P /De/)
CONDITIONS OF APPOINTMENT. 18.1 Each Paying (1) The Agent shall be entitled to deal with money paid to it by the an Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof;
(b) as provided in sub-clause (2) below; and
(bc) that it shall not be liable to account to the relevant Issuer for any interest on the money. Money held by it need not be segregated, except as required by lawthereon.
18.2 (2) In acting under this Agreement hereunder and in connection with the Notes or Covered BondsNotes, each the Agent and the Paying Agent Agents shall act solely as an agent agents of the Issuer Issuers and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered BondsReceipts, Coupons or Talons.
18.3 Each (3) The Agent and the Paying Agent undertakes Agents hereby undertake to the Issuer Issuers to perform its such obligations and duties, and shall be obliged to perform the such duties and only the dutiessuch duties as are herein, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Terms and Conditions and in the Procedures Memorandum, Memorandum specifically set forth and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any the Agent and the Paying AgentAgents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agentfaith.
18.4 (4) The Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers.
18.5 (5) Each of the Agent and the Paying Agent Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the relevant Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the relevant Issuer.
18.6 (6) Any Paying of the Agent and its the Paying Agents and their officers, directors and employees may become the owner of, and/or or acquire any interest in, in any Notes, Covered BondsReceipts, Coupons or Talons with the same rights that they it or he would have had if the Agent or the relevant Paying Agent Agent, as the case may be, concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction transactions with the relevant Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Noteholders or Coupons Couponholders or in connection with any other obligations of the relevant Issuer as freely as if the Agent or the relevant Paying Agent Agent, as the case may be, were not appointed under this Agreementhereunder.
18.7 (7) The relevant Issuer shall provide the Agent with a certified copy of the list of persons authorised authorized to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those such persons ceases to be authorised so authorized or if any additional person becomes authorised so authorized together, in the case of an additional authorised authorized person, with evidence satisfactory to the Agent that the such person has been authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulationsso authorized, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party the Agent shall be required not incur any liability for any losses, claims or damages resulting from the relevant Issuer's failure to provide any forms, documentation or other information pursuant to this subclause 18.10 such notification to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; orAgent.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 18.1 Each (1) The Agent, the Registrar, the Exchange Agent, any Settlement Agent and each Paying Agent or Transfer Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the moneythereof;
(b) as provided in sub-clause (2) ; and
(bc) that it shall not be liable to account to the Issuer or the Guarantor, as the case may be, for any interest on the money. Money held by it need not be segregated, except as required by lawthereon.
18.2 (2) In acting under this Agreement hereunder and in connection with the Notes or Covered BondsNotes, each the Agent, the Paying Agents, the Transfer Agents, the Exchange Agent, the Registrar and any Settlement Agent shall act solely as an agent agents of the Issuer and the Guarantor and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered BondsReceipts, Coupons or Talons., except that all amounts held by the Agent, the Paying Agents, the Exchange Agent, the Registrar or any Settlement Agent for payment or delivery to the Noteholders, Couponholders and Receiptholders shall be held in trust, to be applied as set forth herein, but need not be segregated from other amounts except as required by law. -------------------------------------------------------------------------------- 48 --------------------------------------------------------------------------------
18.3 (3) Each of the Agent, the Paying Agents, the Transfer Agents, the Exchange Agent, the Registrar and any Settlement Agent undertakes hereby undertake to the Issuer and the Guarantor to perform its such obligations and duties, and shall be obliged to perform the such duties and only the such duties, specifically stated as are herein and in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and in the Procedures MemorandumMemorandum specifically set forth, and no implied duties or obligations shall be read into any of those documents this Agreement or the Notes against any Paying the Agent, the Paying Agents, the Transfer Agents, the Exchange Agent, the Registrar or any Settlement Agent other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 (4) The Agent and the Registrar may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers.
18.5 (5) Each of the Agent, the Paying Agents, the Transfer Agents, the Exchange Agent and the Registrar shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex, facsimile transmission or other paper or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or the Guarantor.
18.6 (6) Any Settlement Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or the Guarantor or any Transfer Notice or other notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex, facsimile transmission or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from the Issuer or the Guarantor.
(7) Any of the Agent, the Paying Agents, the Transfer Agents, the Exchange Agent, the Registrar or any Settlement Agent and its their respective officers, directors and employees may become the owner of, and/or or acquire any interest in, any Notes, Covered BondsReceipts, Coupons or Talons with the same rights that they it or he would have had if the Agent, the relevant Paying Agent concerned or Transfer Agent concerned, the Exchange Agent, the Registrar or any Settlement Agent, as the case may be, were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Agent, the relevant Paying Agent or Transfer Agent, the Exchange Agent, the Registrar or the Settlement Agent, as the case may be, were not appointed under this Agreementhereunder.
18.7 (8) The Issuer and the Guarantor shall provide the Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent and the Registrar immediately in writing if any of those such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent and the Registrar that the such person has been so authorised.
18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Covered Bond or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes or Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 18.10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or
Appears in 1 contract
Sources: Note Issuance Agreement (Bear Stearns Companies Inc)
CONDITIONS OF APPOINTMENT. 18.1 22.1 Each Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in as banker and each Agent will not be subject to the same manner as other money paid UK FCA Client Money Rules and, without limitation, no moneys shall need to a banker by its customers be segregated, except:
(a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money;
(b) that it shall segregate moneys if required to do so by law; and
(bc) that it shall not be liable to account to the Issuer for any interest on the money. Money held by it need not be segregated, except as required by law.
18.2 22.2 In acting under this Agreement and in connection with the Notes or Covered BondsNotes, each Paying Agent shall act solely as an agent of the Issuer (and, in the circumstances referred to in Clause 2.6 above, the Trustee) and will not be under any fiduciary duty and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Covered BondsReceipts, Coupons or Talons.
18.3 22.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent)Agreement, the Conditions and the Procedures Memorandum, and no implied duties (including fiduciary duties) or obligations shall be read into any of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.
18.4 The 22.4 Each Agent may consult with and employ (at the cost of the Issuer) legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
18.5 22.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any notice, communication, certificate or document which it believes, acting in good faith, reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.
18.6 22.6 Each Agent may treat a telephone or email communication from a person purporting to be (and whom such Agent believes in good faith to be) the authorised representative of the Issuer, as sufficient instructions and authority of the Issuer for such Agent to act and such Agent shall have no liability for any losses, liabilities, costs or expenses incurred or sustained by the Issuer as a result of acting upon such communication.
22.7 Each Agent may request such information as the Agent reasonably requires for the performance of its functions hereunder and the Issuer shall provide such information as is reasonably required.
22.8 Any Paying Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Covered BondsReceipts, Coupons or Talons with the same rights that they it or he would have had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
18.7 22.9 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
18.8 22.10 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer Issuer, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Bearer Note, Covered Bond Receipt or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
18.9 22.11 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
18.10 Each party 22.12 The Agents shall have no obligation to act if they believe they will incur costs for which they will not be reimbursed.
22.13 No Agent shall be under any obligation to (i) expend its own funds or (ii) take any action under this Agreement shallthat may result in any cost, within ten business days of a written request by another partyclaim, supply to that other party such forms, documentation and other information relating expense or liability accruing to it, the payment of which within a reasonable time is not assured to it.
22.14 No Agent shall be under any obligation to monitor or supervise, enquire about or satisfy itself as to the functions or acts of any party hereto and shall be entitled to assume, in the absence of express notice in writing to the contrary, that each other party hereto is properly performing and complying with its operations obligations under the documents hereto to which it is a party.
22.15 Notwithstanding anything else contained in this Agreement, each Agent may refrain without liability from doing anything which would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the laws of the United States of America or any jurisdiction forming a part of it, the European Union and England and Wales) or any directive or regulation of any agency of any such state or jurisdiction or expose it to any risk of prosecution or other sanction of any kind in any jurisdiction or the withdrawal of, or imposition of any conditions on, any licence, consent or other authorisation issued to the Agent by any governmental or regulatory authority in any such state or jurisdiction or might otherwise render it liable to any person and the Agent may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.
22.16 No Agent shall be responsible for or liable in respect of the legality, validity or enforceability of the Trust Deed, Agency Agreement or Calculation Agency Agreement or the Notes or Covered Bonds as that any act or omission of any other party reasonably requests person (including the other Agents).
22.17 Each Agent shall be entitled to nothing, without liability, if conflicting, unclear or unequivocal instructions are received or in order to comply with any Applicable Law.
22.18 Any agent and any other person, whether or not acting for the purposes itself, may acquire, hold or dispose of that any Note or other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that security (or any interest therein) of the formsTrustee or any other person, documentation may enter into or other information provided by such party is (or becomes) inaccurate be interested in any material respect; provided, however, that no party shall be required to provide any forms, documentation contract or other information pursuant to this subclause 18.10 to the extent that: (i) transaction with any such formperson, documentation and may act on, or other information (as depositary, trustee or agent for, any committee or body of holders of securities of any such person, in each case with the information required to be provided on such form or documentation) is same rights as it would have had if that Agent were not reasonably available to such party an Agent and canneed not be obtained by such party using reasonable efforts; oraccount for any profit.
Appears in 1 contract
Sources: Agency Agreement