COVENANTS BY THE ISSUER. 17.1 The Issuer, in respect of each Series of Obligations issued by it, hereby covenants with the Trustee for that Series that, until (a) the Issuer has notified the Trustee that it will not issue any further Obligations under the Programme; (b) no further sums are outstanding in respect of any Note issued by it or under any Related Agreement to which the Issuer is a party; and (c) this Principal Trust Deed is terminated as between the Issuer and the other parties, it shall: 17.1.1 at all times carry on and conduct its affairs in a proper and efficient manner; 17.1.2 at all times keep proper books of account and allow the Trustee, the Agents and any person appointed by it, to whom the Issuer has no reasonable objection, access to the books of account of the Issuer and the records pertaining thereto at all reasonable times during normal business hours and to discuss the same with responsible officers of the Issuer and in the event that audited financial accounts of the Issuer are produced, to alert the Trustee to this fact and to provide a copy thereof to the Trustee and Principal Paying Agent or the Registrar or the Loan Agent, as appropriate, in relation to such Series; 17.1.3 ensure that it remains separate to, and independent from, any other person, including, but not limited to: maintaining books, records, accounts and financial statements independent and separate from any other person (for the avoidance of doubt, without prejudice to the Issuer’s right to engage the services of the Corporate Service Provider); not to commingle assets with those of any other any other person (subject to the terms of the Custody Agreement); conducting its own business in its own name; holding itself out as having separate corporate existence (and it shall correct any known misunderstanding regarding its separate corporate existence); observing all corporate, partnership, or other formalities required by its constitutional documents; not guaranteeing or becoming obligated for the debts of any other Person; using its own stationery and invoices; 17.1.4 maintain independent directors, being duly appointed members of the board of directors of the Issuer who have not been, at the time of such appointment, (i) a direct or indirect legal or beneficial owner of any Agent, the Counterparty, the Dealer or the Trustee (each a "Relevant Party"), (ii) a creditor, supplier, employee, officer, director, family member, manager, or contractor of any Relevant Party, or (iii) a person who controls (whether directly, indirectly, or otherwise) any Relevant Party or any creditor, supplier, employee, officer, director, manager, or contractor of any Relevant Party; 17.1.5 procure that no Event of Default or Potential Event of Default in relation to each Series shall occur and give notice in writing to the Trustee and each other Secured Creditor (other than the Holders) in respect of such Series forthwith upon becoming aware of the occurrence of any Event of Default or Potential Event of Default in relation to each Series and without waiting for the Trustee to take any action; 17.1.6 so far as permitted by law, at all times give to the Trustee such information and afford the Trustee such facilities as it may require for the purpose of discharging the duties, powers, trusts, authorities and discretions vested in it by these presents or by operation of law; 17.1.7 send to the Trustee and each other Secured Creditor in respect of such Series (other than the Holders) within five days after any request by the Trustee or any other Secured Creditor in respect of such Series (other than the Holders) and in any event on each anniversary of the date hereof, a certificate of the Issuer signed by any one duly authorised attorney of the Issuer to the effect that, having made all reasonable enquiries, to the best of the knowledge, information and belief of the Issuer there did not exist, as at a date not more than five days prior to the date of the certificate nor had there existed at any time prior thereto since the date of the last such certificate (if any) or, in the case of the first such certificate, the date of issue of such Obligations, any Event of Default or Potential Event of Default in relation to such Series or, if such an Event of Default or Potential Event of Default in relation to such Series did then exist or had existed, specifying the same and that the Issuer has complied with all of its obligations in these presents in relation to such Series or, if such is not the case, specifying those obligations with which it has not complied in relation to such Series; 17.1.8 send to the Trustee and each other Secured Creditor in respect of such Series (other than the Holders), as soon as practicable and in any event no later than three days prior to the date of publication, a copy in English of the form of each notice to the Noteholders of such Series to be published in accordance with the terms of the Obligations of such Series (such notice to be in a form previously approved in writing by the Trustee) and upon publication two copies of each notice so published (with an English translation thereof if such notice was not published in English); 17.1.9 so far as permitted by law, at all times execute and do all such further documents, acts and things as are necessary at any time or times in the reasonable opinion of the Trustee to give effect to the provisions of these presents in relation to such Series including but not limited to assisting or being joined as a party (at its sole cost and expense) to any proceedings brought in respect of the Security or any part thereof; 17.1.10 if: (a) the Notes of such Series are described in the Applicable Supplement applicable thereto as being admitted to listing on the Irish Stock Exchange; or (b) the Notes of such Series are to be listed, traded and/or quoted on another listing authority, stock exchange and/or quotation system, the Issuer will at all times use its reasonable endeavours to obtain and maintain the listing of such Notes, provided always that if the Issuer is unable to do so, having used such endeavours, or if the maintenance of such listing is agreed in writing by the Trustee to be unduly onerous, and the Trustee is satisfied that the interests of the Secured Creditors relating to such Series would not be materially prejudiced thereby, the Issuer shall instead use its best endeavours to obtain and maintain the listing, trading and/or quotation of such Notes on such other listing authority, stock exchange and/or quotation system, as it may (with the prior written approval of the Trustee) decide; 17.1.11 not issue Notes under the Programme which may be admitted to the Official List of the Irish Stock Exchange and/or admitted to listing, trading and/or quotation by any other listing authority, stock exchange and/or quotation system situated or operating in a member state of the European Union which (a) have a minimum denomination of less than EUR100,000 (or nearly equivalent in another currency), or (b) carry the right to acquire shares (or transferable securities equivalent to shares) issued by the Issuer or by any entity to whose group the Issuer belongs, without the prior approval of the Arranger and the Trustee. Subject thereto, Notes will be issued in such denominations as may be specified in the Applicable Supplement, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements; 17.1.12 prior to the redemption or repayment date in respect of a Note, give to the Trustee and each other Secured Creditor in respect of such Series notice, in writing and in accordance with the appropriate notice period required to be given in relation thereto by Condition 7, of the amount of such early redemption or repayment; 17.1.13 give not less than 14 days prior notice to the Trustee, the Counterparty and the Principal Paying Agent, who will in turn notify the Holders of such Series in accordance with the Terms and Conditions thereof, of any future appointment or any resignation or removal of the Custodian, any Sub-Custodian, any Agent, any Corporate Services Provider (if any) or of any change by any Agent in its specified office (in each case, with respect to such Series); 17.1.14 comply with its respective obligations under the Custody Agreement or Sub- Custodian Agreement executed in relation to such Series, the Agency Agreement, the Programme Dealer Agreement, the Corporate Services Agreement (if any), the other Transaction Documents, Trade Documents or Related Agreements (in each case, with respect to such Series) and the Underlying Assets relating to such Series if any and, without prejudice to the generality of the foregoing, at all times maintain any Agents in any jurisdiction, place or city required by the Conditions relating to any outstanding Obligations of such Series all in accordance with the terms of the Obligations of such Series; 17.1.15 use its best endeavours to procure that: (a) the Custodian, the Sub-Custodian, the Agents and the Corporate Services Provider (if any) comply with their respective obligations under the Custody Agreement, each Sub-Custodian Agreement executed in relation to such Series, the Agency Agreement and the Corporate Services Agreement; (b) each obligor in respect of the Underlying Assets relating to such Series complies with its obligations under the Underlying Assets relating to such Series; and (c) each Counterparty complies with its obligations under each Related Agreement relating to such Series, and, notwithstanding the generality of Clause 17.1.7, use its best endeavours to make such amendments to the Transaction Document and the Trade Documents in respect of such Series as may reasonably be required from time to time by the Trustee; 17.1.16 not to make or consent to any amendment to any Transaction Document or Trade Documents in respect of such Series or any Underlying Asset and Charged Assets in respect of any Series without the prior written consent of the Trustee; 17.1.17 in order to enable the Trustee to ascertain the Principal Amount of Obligations of each Series for the time being outstanding, deliver to the Trustee forthwith after being so requested in writing by the Trustee a certificate in writing signed by a duly authorised attorney of the Issuer setting out the total numbers and aggregate nominal amount of Obligations of such Series which up to and including the date of such certificate have been purchased by or for the account of the Issuer or any other person and cancelled and the aggregate Principal Amount of Obligations of each Series which is held beneficially at such date by the Issuer or such other person; 17.1.18 save to the extent permitted by the Transaction Documents or with the prior written consent of the Trustee and any Counterparty, the Issuer shall not: (a) engage in any business (other than acquiring and holding the Underlying Assets and Charged Assets (which shall include the making of loans or otherwise providing credit, provided that the Issuer shall not make a loan or provide credit unless it has received advice of U.S. tax counsel, experienced in such matters, to the effect that such action will not cause the Issuer to be treated as engaged in a U.S. trade or business or to be subject to U.S. federal income tax on a net income basis), issuing the Obligations, entering into Related Agreements, acquiring and holding other assets which impose no obligations on the Issuer (provided that they are "qualifying assets" for the purposes of Section 110 of the Taxes Consolidation ▇▇▇ ▇▇▇▇ of Ireland ("TCA") and provided always that the Issuer shall not (i) purchase, acquire or hold any asset that would cause the Issuer to be engaged in a U.S. trade or business or to be otherwise subject to tax on a net income basis; (ii) purchase, acquire or hold any asset that is subject to withholding tax with respect to which the obligor is not required to make gross up payments that cover the full amount of such withholding tax on an after tax basis; or (iii) purchase, acquire or hold any Eligible Investments that are issued by a United Kingdom resident or United Kingdom incorporated company, or a company acting through a United Kingdom branch or permanent establishment, or which otherwise carry income that has a United Kingdom source), issuing further series of Obligations or bonds on terms substantially to the Conditions, performing its obligations and exercising its rights thereunder and under the other agreements entered into by it in connection with the issue of the Obligations and such further series and matters reasonably incidental thereto); (b) acquire or hold any "specified mortgages" within the meaning of Section 110 of the TCA, units in an IREF (being a specific form of investment undertaking within the meaning of Chapter 1B of Part 27 of the TCA) or shares that derive the greater part of their value from Irish land; (c) have any employees or premises; (d) declare or pay any dividend (except for dividends not exceeding an aggregate of €5,000.00 per annum, payable to its shareholder or shareholders from time to time) or make any distribution in respect of its share capital or issue any additional shares (other than those required to convert to a public limited company); (e) incur or permit to subsist any other indebtedness for borrowed money whatsoever or give any guarantee or indemnity in respect of any indebtedness other than incurring Obligations pursuant to this Principal Trust Deed, provided that the Trustee is satisfied that such Obligations are: (i) secured on assets of the Issuer other than: (1) the assets securing any other Series of Obligations issued under this Principal Trust Deed other than any assets secured by a floating charge granted pursuant to Clause 10.1.2 and as provided herein; (2) any other assets of the Issuer on which any other obligations of the Issuer are secured; and (3) the Issuer's share capital or the Issuer Domestic Account; (ii) issued on terms in substantially the form contained in the Conditions which provide for the extinguishment of all claims in respect of such Obligations after application of the proceeds of sale or redemption of the assets on which such notes and obligations are secured; and (iii) in the case of a further Tranche of Notes forming a single Series with any Tranche of Notes previously issued, secured pari passu on the Underlying Assets and Charged Assets for such previously issued Tranche and such further assets of the Issuer upon which such further Tranche of Notes and such previously issued Tranche are secured, subject to Condition 14; (f) sell or otherwise dispose of the Underlying Assets and Charged Assets or any interest therein or agree or purport to do so; (g) create or permit to exist upon or affect any of the Underlying Assets or Charged Assets any security interest whatsoever other than as contemplated by the Security Documents; (h) not pledge its assets for the benefit of any other entity or make loans or advances to any other entity except as provided in the Transaction Documents; (i) consolidate or merge with any other person or convey or transfer its properties or assets substantially in their entirety to any person; (j) permit the validity or effectiveness of this Principal Trust Deed, any other Security Document, any guarantee arrangements executed in relation to the incurrence of Obligations or the priority of the security created thereby to be amended, terminated, postponed or discharged, or permit any person whose obligations form part of such security to be released from such obligations; (k) release any party to any Related Agreement from any executory obligation thereunder; (l) enter into any securities lending transactions; (m) have any subsidiaries; or (n) issue a Series of Obligations when it would cause a breach of the Issuer Limit. 17.1.19 at all times maintain its tax residence outside the United Kingdom and the United States and inside Ireland and not establish a branch, agency or place of business within the United Kingdom or the United States; 17.1.20 not take any action that will cause it to be treated as engaged in a U.S. trade or business or to be subject to U.S. federal income tax on a net income basis; 17.1.21 at all times use its reasonable efforts to minimise taxes and any oth
Appears in 1 contract
Sources: Amendment and Restatement Agreement
COVENANTS BY THE ISSUER. 17.1 The Issuer, in respect of each Series of Obligations issued by it, hereby covenants with the Trustee for that Series that, until (a) the Issuer has notified the Trustee that it will not issue any further Obligations under the Programme; (b) no further sums are outstanding in respect of any Note issued by it or under any Related Agreement to which the Issuer is a party; and (c) this Principal Trust Deed is terminated as between the Issuer and the other parties, it shall:
17.1.1 at all times carry on and conduct its affairs in a proper and efficient manner;
17.1.2 at all times keep proper books of account and allow the Trustee, the Agents and any person appointed by it, to whom the Issuer has no reasonable objection, access to the books of account of the Issuer and the records pertaining thereto at all reasonable times during normal business hours and to discuss the same with responsible officers of the Issuer and in the event that audited financial accounts of the Issuer are produced, to alert the Trustee to this fact and to provide a copy thereof to the Trustee and Principal Paying Agent or the Registrar or the Loan Agent, as appropriate, in relation to such Series;
17.1.3 ensure that it remains separate to, and independent from, any other person, including, but not limited to: maintaining books, records, accounts and financial statements independent and separate from any other person (for the avoidance of doubt, without prejudice to the Issuer’s right to engage the services of the Corporate Service Provider); not to commingle assets with those of any other any other person (subject to the terms of the Custody Agreement); conducting its own business in its own name; holding itself out as having separate corporate existence (and it shall correct any known misunderstanding regarding its separate corporate existence); observing all corporate, partnership, or other formalities required by its constitutional documents; not guaranteeing or becoming obligated for the debts of any other Person; using its own stationery and invoices;
17.1.4 maintain independent directors, being duly appointed members of the board of directors of the Issuer who have not been, at the time of such appointment, (i) a direct or indirect legal or beneficial owner of any Agent, the Counterparty, the Dealer or the Trustee (each a "Relevant Party"), (ii) a creditor, supplier, employee, officer, director, family member, manager, or contractor of any Relevant Party, or (iii) a person who controls (whether directly, indirectly, or otherwise) any Relevant Party or any creditor, supplier, employee, officer, director, manager, or contractor of any Relevant Party;
17.1.5 procure that no Event of Default or Potential Event of Default in relation to each Series shall occur and give notice in writing to the Trustee and each other Secured Creditor (other than the Holders) in respect of such Series forthwith upon becoming aware of the occurrence of any Event of Default or Potential Event of Default in relation to each Series and without waiting for the Trustee to take any action;
17.1.6 so far as permitted by law, at all times give to the Trustee such information and afford the Trustee such facilities as it may require for the purpose of discharging the duties, powers, trusts, authorities and discretions vested in it by these presents or by operation of law;
17.1.7 send to the Trustee and each other Secured Creditor in respect of such Series (other than the Holders) within five days after any request by the Trustee or any other Secured Creditor in respect of such Series (other than the Holders) and in any event on each anniversary of the date hereof, a certificate of the Issuer signed by any one duly authorised attorney of the Issuer to the effect that, having made all reasonable enquiries, to the best of the knowledge, information and belief of the Issuer there did not exist, as at a date not more than five days prior to the date of the certificate nor had there existed at any time prior thereto since the date of the last such certificate (if any) or, in the case of the first such certificate, the date of issue of such Obligations, any Event of Default or Potential Event of Default in relation to such Series or, if such an Event of Default or Potential Event of Default in relation to such Series did then exist or had existed, specifying the same and that the Issuer has complied with all of its obligations in these presents in relation to such Series or, if such is not the case, specifying those obligations with which it has not complied in relation to such Series;
17.1.8 send to the Trustee and each other Secured Creditor in respect of such Series (other than the Holders), as soon as practicable and in any event no later than three days prior to the date of publication, a copy in English of the form of each notice to the Noteholders of such Series to be published in accordance with the terms of the Obligations of such Series (such notice to be in a form previously approved in writing by the Trustee) and upon publication two copies of each notice so published (with an English translation thereof if such notice was not published in English);
17.1.9 so far as permitted by law, at all times execute and do all such further documents, acts and things as are necessary at any time or times in the reasonable opinion of the Trustee to give effect to the provisions of these presents in relation to such Series including but not limited to assisting or being joined as a party (at its sole cost and expense) to any proceedings brought in respect of the Security or any part thereof;
17.1.10 if:
(a) the Notes of such Series are described in the Applicable Supplement applicable thereto as being admitted to listing on the Irish Stock Exchange; or
(b) the Notes of such Series are to be listed, traded and/or quoted on another listing authority, stock exchange and/or quotation system, the Issuer will at all times use its reasonable endeavours to obtain and maintain the listing of such Notes, provided always that if the Issuer is unable to do so, having used such endeavours, or if the maintenance of such listing is agreed in writing by the Trustee to be unduly onerous, and the Trustee is satisfied that the interests of the Secured Creditors relating to such Series would not be materially prejudiced thereby, the Issuer shall instead use its best endeavours to obtain and maintain the listing, trading and/or quotation of such Notes on such other listing authority, stock exchange and/or quotation system, as it may (with the prior written approval of the Trustee) decide;
17.1.11 not issue Notes under the Programme which may be admitted to the Official List of the Irish Stock Exchange and/or admitted to listing, trading and/or quotation by any other listing authority, stock exchange and/or quotation system situated or operating in a member state of the European Union which
(a) have a minimum denomination of less than EUR100,000 (or nearly equivalent in another currency), or (b) carry the right to acquire shares (or transferable securities equivalent to shares) issued by the Issuer or by any entity to whose group the Issuer belongs, without the prior approval of the Arranger and the Trustee. Subject thereto, Notes will be issued in such denominations as may be specified in the Applicable Supplement, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements;
17.1.12 prior to the redemption or repayment date in respect of a Note, give to the Trustee and each other Secured Creditor in respect of such Series notice, in writing and in accordance with the appropriate notice period required to be given in relation thereto by Condition 7, of the amount of such early redemption or repayment;
17.1.13 give not less than 14 days prior notice to the Trustee, the Counterparty and the Principal Paying Agent, who will in turn notify the Holders of such Series in accordance with the Terms and Conditions thereof, of any future appointment or any resignation or removal of the Custodian, any Sub-Custodian, any Agent, any Corporate Services Provider (if any) or of any change by any Agent in its specified office (in each case, with respect to such Series);
17.1.14 comply with its respective obligations under the Custody Agreement or Sub- Custodian Agreement executed in relation to such Series, the Agency Agreement, the Programme Dealer Agreement, the Corporate Services Agreement (if any), the other Transaction Documents, Trade Documents or Related Agreements (in each case, with respect to such Series) and the Underlying Assets relating to such Series if any and, without prejudice to the generality of the foregoing, at all times maintain any Agents in any jurisdiction, place or city required by the Conditions relating to any outstanding Obligations of such Series all in accordance with the terms of the Obligations of such Series;
17.1.15 use its best endeavours to procure that:
(a) the Custodian, the Sub-Custodian, the Agents and the Corporate Services Provider (if any) comply with their respective obligations under the Custody Agreement, each Sub-Custodian Agreement executed in relation to such Series, the Agency Agreement and the Corporate Services Agreement;
(b) each obligor in respect of the Underlying Assets relating to such Series complies with its obligations under the Underlying Assets relating to such Series; and
(c) each Counterparty complies with its obligations under each Related Agreement relating to such Series, and, notwithstanding the generality of Clause 17.1.7, use its best endeavours to make such amendments to the Transaction Document and the Trade Documents in respect of such Series as may reasonably be required from time to time by the Trustee;
17.1.16 not to make or consent to any amendment to any Transaction Document or Trade Documents in respect of such Series or any Underlying Asset and Charged Assets in respect of any Series without the prior written consent of the Trustee;
17.1.17 in order to enable the Trustee to ascertain the Principal Amount of Obligations of each Series for the time being outstanding, deliver to the Trustee forthwith after being so requested in writing by the Trustee a certificate in writing signed by a duly authorised attorney of the Issuer setting out the total numbers and aggregate nominal amount of Obligations of such Series which up to and including the date of such certificate have been purchased by or for the account of the Issuer or any other person and cancelled and the aggregate Principal Amount of Obligations of each Series which is held beneficially at such date by the Issuer or such other person;
17.1.18 save to the extent permitted by the Transaction Documents or with the prior written consent of the Trustee and any Counterparty, the Issuer shall not:
(a) engage in any business (other than acquiring and holding the Underlying Assets and Charged Assets (which shall include the making of loans or otherwise providing credit, provided that the Issuer shall not make a loan or provide credit unless it has received advice of U.S. tax counsel, experienced in such matters, to the effect that such action will not cause the Issuer to be treated as engaged in a U.S. trade or business or to be subject to U.S. federal income tax on a net income basis), issuing the Obligations, entering into Related Agreements, acquiring and holding other assets which impose no obligations on the Issuer (provided that they are "qualifying assets" for the purposes of Section 110 of the Taxes Consolidation ▇▇▇ ▇▇▇▇ Act 1997 of Ireland ("TCA") and provided always that the Issuer shall not (i) purchase, acquire or hold any asset that would cause the Issuer to be engaged in a U.S. trade or business or to be otherwise subject to tax on a net income basis; (ii) purchase, acquire or hold any asset that is subject to withholding tax with respect to which the obligor is not required to make gross up payments that cover the full amount of such withholding tax on an after tax basis; or (iii) purchase, acquire or hold any Eligible Investments that are issued by a United Kingdom resident or United Kingdom incorporated company, or a company acting through a United Kingdom branch or permanent establishment, or which otherwise carry income that has a United Kingdom source), issuing further series of Obligations or bonds on terms substantially to the Conditions, performing its obligations and exercising its rights thereunder and under the other agreements entered into by it in connection with the issue of the Obligations and such further series and matters reasonably incidental thereto);
(b) acquire or hold any "specified mortgages" within the meaning of Section 110 of the TCA, units in an IREF (being a specific form of investment undertaking within the meaning of Chapter 1B of Part 27 of the TCA) or shares that derive the greater part of their value from Irish land;
(c) have any employees or premises;
(d) declare or pay any dividend (except for dividends not exceeding an aggregate of €5,000.00 per annum, payable to its shareholder or shareholders from time to time) or make any distribution in respect of its share capital or issue any additional shares (other than those required to convert to a public limited company);
(e) incur or permit to subsist any other indebtedness for borrowed money whatsoever or give any guarantee or indemnity in respect of any indebtedness other than incurring Obligations pursuant to this Principal Trust Deed, provided that the Trustee is satisfied that such Obligations are:
(i) secured on assets of the Issuer other than:
(1) the assets securing any other Series of Obligations issued under this Principal Trust Deed other than any assets secured by a floating charge granted pursuant to Clause 10.1.2 and as provided herein;
(2) any other assets of the Issuer on which any other obligations of the Issuer are secured; and
(3) the Issuer's share capital or the Issuer Domestic Account;
(ii) issued on terms in substantially the form contained in the Conditions which provide for the extinguishment of all claims in respect of such Obligations after application of the proceeds of sale or redemption of the assets on which such notes and obligations are secured; and
(iii) in the case of a further Tranche of Notes forming a single Series with any Tranche of Notes previously issued, secured pari passu on the Underlying Assets and Charged Assets for such previously issued Tranche and such further assets of the Issuer upon which such further Tranche of Notes and such previously issued Tranche are secured, subject to Condition 14;
(f) sell or otherwise dispose of the Underlying Assets and Charged Assets or any interest therein or agree or purport to do so;
(g) create or permit to exist upon or affect any of the Underlying Assets or Charged Assets any security interest whatsoever other than as contemplated by the Security Documents;
(h) not pledge its assets for the benefit of any other entity or make loans or advances to any other entity except as provided in the Transaction Documents;
(i) consolidate or merge with any other person or convey or transfer its properties or assets substantially in their entirety to any person;
(j) permit the validity or effectiveness of this Principal Trust Deed, any other Security Document, any guarantee arrangements executed in relation to the incurrence of Obligations or the priority of the security created thereby to be amended, terminated, postponed or discharged, or permit any person whose obligations form part of such security to be released from such obligations;
(k) release any party to any Related Agreement from any executory obligation thereunder;
(l) enter into any securities lending transactions;
(m) have any subsidiaries; or
(n) issue a Series of Obligations when it would cause a breach of the Issuer Limit.
17.1.19 at all times maintain its tax residence outside the United Kingdom and the United States and inside Ireland and not establish a branch, agency or place of business within the United Kingdom or the United States;
17.1.20 not take any action that will cause it to be treated as engaged in a U.S. trade or business or to be subject to U.S. federal income tax on a net income basis;
17.1.21 at all times use its reasonable efforts to minimise taxes and any oth
Appears in 1 contract
Sources: Amendment and Restatement Agreement